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)

[Phil Hopkins]

I *believe* the decisions and meetings would still be applicable even if the chairman isn't there. The Chairmans role is to have the 'casting' vote in the event that the board is split. IIRC.

(I could be totally wrong here though).

[Lurking Lawyer]

The Company's Articles of Association (the constitution of the company which sets out the rules for how things have to be done and decisions taken) should specify who is required to attend a meeting and form a quorum.

If the meeting isn't quorate as per the Articles, no decision taken there is valid.

[Chesta]

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