Board Meeting Protocol

[Chesta]

Purely for interest, and for no other reason...... The ltd company board in question consists of a Chairman & a Company Secretary. The meeting called involved an employed (PAYE) General Manager, an accountant (contractor) and another invited person who has no formal links to the company yet, (but is considering becoming a Board Member). If a meeting of a board of Directors is called, but the Chairman is not there, does it constitue a valid meeting? The reason for the meeting was to investigate future options for the company- whether to continue trading or to wind it up.
I'd like to add that the meeting did not involve me in any way, I have no link to the company. Just had a good mate on the phone (the employed Manager) who is wondering what on earth just happened to him today.......needless to say, he's now looking at finding another job.
But was the meeting valid? Did it constitute any formal decissions being appropriately taken without the Chairman being present ? (There were no proposals or votes taken btw)

[Chesta]

Thanks both- I'll point him in the direction of his company Articles for further clarification.......