Franklins First For Your Success: How to Convene a Board Meeting?

The process for making decisions can vary from company to company and must reflect your Articles of Association. However, there are common elements that need to be complied with to ensure due procedure and prevent a decision being challenged due to lack of authority.

The basic principles of how to convene a Board Meeting are:

• Notice – you need to issue notice of the meeting to all of the directors. Check your Articles to see any requirements in relation to:
  1. how the notice must be given (e.g. can it be sent via email, even WhatsApp, or does it have to be by post)
  2. how far in advance it must be given
  3. What needs to be in the notice – it may be obvious but the date, time and location should be specified
  4. How the directors can attend – can they attend via skype or video conference

• Convene the meeting – it may sound obvious but you need to ensure that you convene a meeting which complies with your Articles. You need to check:
  1. Chairman – who will run the meeting
  2. Quorum – do you have enough eligible directors present to convene the meeting?
  3. Conflict – are all of the directors entitled to vote or are they conflicted in the decision being made?

• Pass Resolutions – Ultimately the point of your meeting is to pass resolutions and make decisions. These need to be in the Company’s best commercial interest and should consider the S172 Factors. For more information on the s172 Factors – please see our Q&A Guide on what to consider in Board Meetings. Remember you may need Shareholder Authority to pass certain resolutions and the meeting may need to be adjourned to enable you to obtain the requisite consent.

• Minute the meeting – you must minute the decisions made in the meeting. The minutes should be signed off by your chairman.

• Filing – Don’t forget that you need to undertake filing following your meeting. This may include filing certain returns at Companies House but at the very least a copy of your minutes must be stored with your Statutory Books for at least 10 years

For more information and guidance on convening Board Meetings, please don’t hesitate to get in touch with Franklins’ Business Services team who would be happy to assist on 01604 828282 / 01908 660966 or at BusinessSevices@franklins-sols.co.uk.