Directors' proxies signing decisions made by Board

[nantes]

From what I understand, only directors can vote at Board meetings and not their proxies. But can anyone tell me if proxies can sign on behalf of directors in relation to decisions made at board meetings?

[leaseholdanswers]

From what I understand, only directors can vote at Board meetings and not their proxies. But can anyone tell me if proxies can sign on behalf of directors in relation to decisions made at board meetings?

What do the articles say on voting- they may alter Table A rules?

Is this a written resolution that was voted on, or was it a resolution formed and agreed at the meeting.

What do you mean by proxy, it is usual in residents companies that an alternate is appointed.

[jeffrey]

From what I understand, only directors can vote at Board meetings and not their proxies. But can anyone tell me if proxies can sign on behalf of directors in relation to decisions made at board meetings?

Do you mean 'sign' in relation to:
a. proceedings actually at Board meetings; or
b. implementation thereafter of decisions taken at Board meetings?

[nantes]

The proxy signature is for decisions already made at Board meetings but which are later signed off by a director's spouse who has been formally appointed to act as proxy.

I can't see anything in the articles which refer to proxy signatures. I wonder if there is a statutory law which companies then fall back on in the absence of more precise articles.

[leaseholdanswers]

The proxy signature is for decisions already made at Board meetings but which are later signed off by a director's spouse who has been formally appointed to act as proxy.

I can't see anything in the articles which refer to proxy signatures. I wonder if there is a statutory law which companies then fall back on in the absence of more precise articles.

There are two issues here; Proxies relate to general meetings under the Companies Act and for voting rights. The articles or Table A should set out how a person other than a director has any authority. If the appointment is not in accordance with them , then it is unlikely they have any.

The board has decided on a course of action, why should a directors spouse or any director be required to "sign off"?

If it is because that person is unavailabe, the accepted procedure is to appoint an alternate director such as a spouse, co opt a member/shareholder as required, or exercise some power of attorney, not a proxy for sign off.

[nantes]

How does an absent director go about exercising some form of power of attorney? Does this have to be done via a solicitor or can it done with just the written consent of the director?

[jeffrey]

How does an absent director go about exercising some form of power of attorney? Does this have to be done via a solicitor or can it done with just the written consent of the director?

Neither is needed. Use a standard General Power of Attorney, duly executed.

[leaseholdanswers]

How does one go about exercising some form of power of attorney. Does this have to be done via a solicitor or can it done with just the written consent of the director?

Is this a private company operating commercially or a residents manangement company? In the latter it is easier to simply co-pt/appoint an alternate or ask another director to stand in. If the sign off is a one off, then a telephone board meeting or faxed written resolution is simple solution.

If the former then I would take advice as the structure and nature of the business and shareholdings has a bearing on the appropriate action to take.

[nantes]

I'll google up Standard Power of Attorney to see how that works.

We are a limited but non profit making company set up to manage our block of flats. By what you say, does this mean that I as a director could then sign off the board's minutes on behalf of the other directors who are absent but who have communicated via phone?

[nantes]

When appointing an alternative director, can a spouse who does not co-own the property?

[leaseholdanswers]

When appointing an alternative director, can a spouse who does not co-own the property?

Again it rest on the articles. If it is a condition that a shareholder member or officer is an owner then no, however read it carefully, it may say for example that a shareholder needs to be an owner, but not be specific about the directors.

If you have a power of attorney that allows the spouse to deal with these affairs, then they can be appointed a director, as an alternate or co-pted, as the articles/table A direct.

[nantes]

The articles state that the committee has the authority "to appoint any person to be a director". But they don't define the meaning of "any person". I wonder if I can read into this that even a non-owner (in this case a spouse) can take on an executive role.

I also spotted in the articles that co-owners can't both be directors at the same time. I guess this clause is designed to limit the voting power per property. But there's nothing in the articles which precludes co-owners from sharing the role as a single director with one vote. Can I assume this is permissible?

I'm still uncertain about the process of Power of Attorney. Is it as simple as a director writing a letter saying that he agrees to transfer power?

[leaseholdanswers]

The articles state that the committee has the authority "to appoint any person to be a director". But they don't define the meaning of "any person". I wonder if I can read into this that even a non-owner (in this case a spouse) can take on an executive role.

I also spotted int the articles that co-owners can't both be directors but I wonder if that condition precludes co-owners from sharing the role as a single director.

I'm still uncertain about the process of Power of Attorney. Is it as simple as a director writing a letter saying that he agrees to transfer power?

If there are two or more owners, only one can be a director, if the articles stop co owners both being a director.

If the company’s articles of association have incorporated article 65 of table A, or if the company’s articles contain a paragraph giving directors the right to appoint alternates, then the director wishing to do so may make the appointment. Please check for any reference to these esp article 65.

If so then a simple letter to the board from the director appointing the alternate would normally be approved by the board.

In what context do the articles allow them to appoint any person ( the normal process is that directors are appointed at the AGM by the shareholders, not the committee)? I think the reference you have found is for exceptional circumstances, however if it is not then it seems clear that they can coopt " any person". It might then be sensible to minute that the cooption is temporary and ends on the return of the other director who is taking a leave of absence for whatever reason.

The power of attorney of correctly worded allows a person to act on behalf of the person granting it. I am afraid precise wording is question for a lawyer.

One word of caution, do read the whole M & A as it's easy to see what looks like an answer, and take it out of context.

[nantes]

There's no mention of article 65 or directors being able to appoint alternates but I'm reading again.

Although the articles prevent co-owners from both being two separate directors, does this clause prevent co-owners from sharing the role of director?

The articles do clearly state that it is the committee who has the right to appoint any person as a director either for a casual vacancy or as an addition to the existing directors. The paragraph in which this appears is heavily convoluted, but it does seem to say that such an appointment should be temporary until the next AGM when the short term director must retire although is eligible for re-election by the members.

I agree with you that it's easy to take out of context a clause. Several times, I've read a sentence or a phrase which appears to say what I want to hear but then I read on to realise it means something else.

[nantes]

I spoke to Companies House who tell me that our company is restricted by only what is in our articles and not what is not in our articles. CH said that a director is free to delegate responsibility to another person. Does this sound plausible?