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Company Law 2 - Essay Example

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1. The regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985, apart from regulations 44 and 64, apply to the company except insofar as they are inconsistent with these articles.
2. Regulation 40 of Table A is amended by replacing the second sentence with: 'Three persons entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorized representative of a corporation shall be a quorum'.
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Company Law 2
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Download file to see previous pages 5. Regulation 66 of Table A is amended by replacing 'but shall not be entitled to receive any remuneration from the company for his services as an alternate director' with the following sentence: 'An alternate director shall not be entitled to remuneration from the company for his services as an alternate director except that he may be paid by the company such part of the remuneration otherwise payable to his appointor as the appointor specifies by notice to the company'.
6. Regulation 72 of Table A is amended by replacing the first sentence with the following: 'The directors may delegate any of their powers to a committee consisting of such persons as they think fit provided that a majority of the members of the committee are directors'.
7. Regulation 81 of Table A is amended by replacing paragraph (e) with: 'he fails to attend three successive board meetings despite a notice being given to him prior to the third meeting that the provisions of this paragraph might apply and all the other directors (excluding the director concerned and, in his capacity as such, any alternate director appointed by the director) resolve that his office should be vacated'.
(b) The 2006 annual general meeting of Vunce Ltd...
s despite a notice being given to him prior to the third meeting that the provisions of this paragraph might apply and all the other directors (excluding the director concerned and, in his capacity as such, any alternate director appointed by the director) resolve that his office should be vacated'.
PROCEEDINGS OF DIRECTORS
8. Regulation 89 of Table A is amended by adding after 'unless so fixed at any other number shall be two' the words 'except when there is a sole director in which event he shall constitute a quorum'.

Please answer the following questions on the meaning and effect of the articles of association.
(a) The directors wish to sign a unanimous written resolution instead of holding a board meeting. Which resolution, if any, allows them to do this
This can be done via an ordinary resolution of a simple majority, which is fine because it is unanimous.
(b) The 2006 annual general meeting of Vunce Ltd is due to start in the Islington Business Design Centre at 9.00 am, Monday 15 May 2006. After 33 minutes there is still no quorum. The directors are prepared to follow the articles for arranging the adjourned meeting except that they have decided that the meeting shall start at 10.30 am to allow for possible transport delays in the morning. State the actual time, date and place of the adjourned meeting:
Islington Business Design Centre at 10:30am Monday 15th May 2006
(c) What is the quorum for general meetings according to the articles of association
Three persons entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorized representative of a corporation, shall be a quorum'.
(d) Apart from members, who may attend and speak at separate class meetings
The persons entitled to attend and speak at general meetings ...Download file to see next pagesRead More
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