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directors being untruthful in shareholder presentations

Re: directors being untruthful in shareholder presentations

Postby jantra » Fri Sep 22, 2017 8:57 am

the company has adopted the model articles relating to directors decision making. per s8

8.—(1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
(2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
(3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
(4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.


my interpretation is that if the directors who approve the written resolution don't form a quorum i.e. in this case we would need 3 directors to agree to form a quorum, then the written resolution cannot pass if only two directors agree to the written resolution.
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Re: directors being untruthful in shareholder presentations

Postby atticus » Fri Sep 22, 2017 3:26 pm

What about the other articles relating to directors? Article 14, for example?
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Re: directors being untruthful in shareholder presentations

Postby jantra » Sat Sep 23, 2017 9:20 am

S14 would apply.

I can see this going to shareholders.
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Re: directors being untruthful in shareholder presentations

Postby atticus » Sat Sep 23, 2017 11:22 am

All of the company's articles apply.
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Re: directors being untruthful in shareholder presentations

Postby jantra » Sat Sep 23, 2017 12:09 pm

Sorry, I meant that s14 of the model articles applied to conflicts of interest.
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Re: directors being untruthful in shareholder presentations

Postby jantra » Fri Sep 29, 2017 7:26 pm

Directors are in deadlock. 2 directors refuse to vote on matters relating to their directors loan accounts (overdrawn) and retrospectively vote on fees (unlikely to pass so will form part of loan account).

Accounts due in 14 days - this is including the extension already granted.

The 1 director is insisting they vote on these matters before accounts approval whereas the other 2 want to sign off accounts as is without a vote.

A quorum of 3 is required so all 3 need to meet. The 1 director says they will only attend if the above matters are on the agenda.

Who is in the wrong here? The 1 director wanting to hold to account the other 2 or those who don't wish to vote on remuneration and expenses not approved by the board?
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