________
(the "Company")
Company Number: ________
Registered Office: ________
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS
These minutes record the proceedings of a meeting of the board of directors of the Company (the "Board") held in accordance with the Companies Act 2006 and the Company's articles of association.
Date: ________
Location: ________
Time of arrival: ________
Time meeting commenced: ________
DIRECTORS IN ATTENDANCE
________, who holds the position of ________
________, who holds the position of ________
ALSO IN ATTENDANCE
________
APOLOGIES FOR ABSENCE
________
1. CHAIRPERSON
1.1 ________ was appointed to act as chair of the meeting and served as chairperson for the duration of the meeting.
2. QUORUM, NOTICE AND CONSTITUTION OF THE MEETING
2.1 The chairperson confirmed that due notice of the meeting had been given to all directors entitled to receive notice in accordance with the Company's articles of association.
2.2 The chairperson noted that a quorum of directors, as required by the Company's articles of association, was present and that the meeting had been duly convened and was properly constituted.
2.3 It was confirmed that the meeting was therefore competent to transact the business set out below.
2.4 The chairperson declared the meeting open.
3. INTERESTS IN PROPOSED TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY
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NAME OF DIRECTOR AND NATURE AND EXTENT OF INTEREST
3.2 ________, with the following nature and extent of interest:
________
3.3 It was noted that, in accordance with article ________ of the Company's articles of association, the interested director was permitted to vote and be counted in the quorum in connection with any proposed transaction or arrangement in which they are interested, subject to any restrictions imposed by article ________ of the Company's articles of association.
3.4 The details of the proposed transaction are as follows:
________
4. INTERESTS IN EXISTING TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY
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NAME OF DIRECTOR AND NATURE AND EXTENT OF INTEREST
4.2 ________, with the following nature and extent of interest:
________
4.3 It was noted that the failure to declare an interest in an existing transaction or arrangement may constitute an offence under section 183 of the Companies Act 2006.
5. MINUTES OF THE PREVIOUS MEETING
5.1 The minutes of the previous meeting of the Board held on ________ (the "Previous Meeting") were produced and tabled.
5.2 It was resolved that the minutes of the Previous Meeting be approved as a true and accurate record, subject to the changes set out below, and the chairperson was authorised to sign them.
5.3 The following changes are made to the resolutions of the Previous Meeting:
________
6. RESOLUTIONS
6.1 After due consideration, it was resolved that:
________
6.2 The vote of each director was counted by a show of hands, on the basis that one raised hand is equal to one vote.
6.3 The chairperson declared the foregoing resolution(s) duly passed by the requisite majority of directors entitled to vote.
7. FILING AND STATUTORY RECORDS
7.1 The chairperson instructed ________ to:
7.1.1 update the statutory books and registers of the Company with the relevant entries; and
7.1.2 prepare, execute and file all necessary forms and documents at Companies House within the periods prescribed by the Companies Act 2006.
8. ANY OTHER BUSINESS
8.1 The following further business was discussed at the meeting:
________
9. CLOSE OF MEETING
9.1 There being no further business, the chairperson brought the meeting to a close at ________.
9.2 These minutes were confirmed as a correct record pursuant to section 248 of the Companies Act 2006.
Signature: ___________________________
________, Chair
Date: ________