Breaches of Model Articles

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    Breaches of Model Articles

    ram Our articles require a quorum for board and for shareholder meetings. It has come to light after the event that a director has called a meeting on their own and appointed another director, the meeting was inquorate and no members were made aware that this was going on, additionally no meeting has been called by members to ratify the decision so is the appointment of this director invalid?

    #2
    What exactly do articles say about director appointments? There is no absolute need for there to be a meeting to appoint directors unless the articles state this explicitly.

    Comment


      #3
      Article 16 states that there must be a minimum of 2 directors. I am assuming that there was not a single director at the time in which case he/she would be allowed to appoint another director. The decision could be ratified by the directors at a subsequent meeting of directors.

      Comment


        #4
        Originally posted by AndrewDod View Post
        What exactly do articles say about director appointments? There is no absolute need for there to be a meeting to appoint directors unless the articles state this explicitly.
        The shareholder submits that two directors and two shareholders are required to participate in any decision making of the Company. At the time of appointing Director 02 as a director at a director meeting Director 01 was acting as the sole director of the Company. As such she had no power to call the meeting and appoint Director 02 as a director and acted ultra vires in purporting to do so, Director 02 appointment was invalid. This was an abuse of power and breached the Articles of Association

        The company secretary also claims he knew nothing about the meeting. So who submitted the form to Company House?

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          #5
          Originally posted by eagle2 View Post
          Article 16 states that there must be a minimum of 2 directors. I am assuming that there was not a single director at the time in which case he/she would be allowed to appoint another director. The decision could be ratified by the directors at a subsequent meeting of directors.
          Our articles do not allow a single director to make that decision "The quorum for meetings of the Board shall be two Directors”

          Comment


            #6
            Originally posted by eagle2 View Post
            Article 16 states that there must be a minimum of 2 directors. I am assuming that there was not a single director at the time in which case he/she would be allowed to appoint another director. The decision could be ratified by the directors at a subsequent meeting of directors.
            The decison would need to be ratified by the shareholders surely?

            Comment


              #7
              Originally posted by Starlane View Post

              The decison would need to be ratified by the shareholders surely?
              What is telling you that shareholders have to ratify the decision to appoint a Director? Or that Directors can only be appointed at a meeting (valid or otherwise)

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                #8
                Originally posted by Starlane View Post

                Our articles do not allow a single director to make that decision "The quorum for meetings of the Board shall be two Directors”
                Well that would be impossible then. If for whatever reason there was ever only one Director (or could only be one director because all the others were criminals) the company would have to dissolve because there would be a situation that cannot be resolved. You also cannot compel someone to be a Director, and it may not always be possible to have two willing Directors.

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                  #9
                  I must say, overall, looking at your various posts, you are raising a HUGE number of technical issues, some of which may be valid - but there doesn't seem to be articulation or any getting to grips with the actual problem.

                  If the aim is to irritate, and to cause company dissolution you will probably achieve that. But it is not at all clear what the goal is.

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                    #10
                    Originally posted by Starlane View Post
                    The shareholder submits that two directors and two shareholders are required to participate in any decision making of the Company.
                    Who says???

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                      #11
                      Originally posted by Starlane View Post

                      Our articles do not allow a single director to make that decision "The quorum for meetings of the Board shall be two Directors”
                      If the model articles apply, a single director is allowed to hold a meeting for the purpose of appointing another director 16(3).

                      Comment


                        #12
                        Originally posted by Starlane View Post

                        The decison would need to be ratified by the shareholders surely?
                        The directors are allowed to appoint other directors therefore they could ratify the decision but it does not appear to be necessary see #11. When was the appointment made and has the director been accepted by other directors and the members since that time?

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                          #13
                          Originally posted by AndrewDod View Post

                          Who says???
                          The company constitution the Articles

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                            #14
                            Originally posted by eagle2 View Post

                            If the model articles apply, a single director is allowed to hold a meeting for the purpose of appointing another director 16(3).
                            Not in our Articles the Artices require board compostion two directors

                            Comment


                              #15
                              In that case, the Company is not using the model Articles. Do the Company Articles allow directors to appoint new directors? Please explain why the number of directors was below the minimum and for how long. You may have an argument that decisions taken during that time were ultra vires. Subject to your reply the director appears to have acted reasonably to appoint another director so that there is the minimum number. The alternative would have been to arrange a meeting of members.

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