How companies make binding decisions — the split of power between board and shareholders, and the procedural rules every valid resolution must satisfy.
A resolution passed the wrong way may simply not count, so the mechanics of company decision-making matter as much as the substance. This chapter starts with how the model articles divide power between directors and shareholders, the matters reserved to members, and the majorities needed for ordinary and special resolutions. It then works through the procedure for general meetings — who calls them, the notice rules including short and special notice, quorum, voting by show of hands or poll, proxies and AGMs — before turning to the written resolution procedure available to private companies and the parallel rules for board meetings. It closes with the Duomatic principle of unanimous informal consent, and the filing and record-keeping obligations that follow a decision.
