2: DECISION-MAKING BY DIRECTORS

19 Introduction

The procedure for the calling and conduct of board meetings is laid down in the articles of association of a company1. Case law developed under previous Companies Acts suggested that, unless the articles of the company expressly provide otherwise, directors could only act when present2 at board meetings which had been properly convened. Table A expanded on this by providing that, instead of passing a resolution at a properly convened board meeting, all the directors could sign a resolution in writing3. The model articles give the directors the option

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