Director/Board Meetings & Resolutions

Ladies Imperial Club

Principle:

• Notice of directors’ meeting must be given to ALL directors - irrelevant that a director does not want notice

La Compagnie

Notice of board meeting does not need to state the nature of the business

• duty for Director to attend and deal with whatever business arises

dhami

Don’t mislead in notice

Barron (TRUMP)

Can’t just declare hangout director’s meeting without consent of all directors

North Eastern Insurance

Improper purpose duty applies to board meetings too
- lacking quorum = invalid transaction

Grant

Resolutions are complete nullity if votes are improperly handled.

Runciman

Informal unanimous assent of directors may be sufficient.
- Extending the chairman’s contract to 5 years was valid - although done informally a series of letters showed the directors all agreed indisputably.