Reading time: 3 minutes

In a company, members must make a number of decisions to ensure the business runs smoothly. Some decisions require that directors or members of the company undertake a formal process before a decision is made. For example, the board of directors will unlikely need to discuss what brand of snacks is stacked in the employee break room. However, changing the name of the business or modifying the company constitution, for example, would be matters that requires the board pass a special resolution.

A board resolution or directors resolution is an official decision of the directors of a company. For a decision to be effective, certain procedural requirements must be followed before, during and after a board meeting. A company’s corporate documents, including the constitution and shareholders agreement (if there is one), will typically set out the procedural requirements for holding board meetings. Some matters may need to follow the procedures set out in the Corporations Act 2001 (Cth) (the Act) to be valid.

Procedural Requirements for Holding Board Meetings

A company’s constitution or shareholders agreement will usually set out the minimum amount of board meetings that directors need to hold each year. In reality, directors will likely meet more frequently. Any director may call a board meeting if they give reasonable notice to the other directors. The director will also need to notify the other directors what matters they will discuss at the meeting by way of an agenda. 

Certain procedural requirements must also be met for a valid board meeting, such as:

  • How the board meeting will take place (i.e. in person, over the phone or by using other methods of technology including audiovisual);
  • The minimum number of directors that will need to be present (quorum);
  • What will happen if quorum is not present (delaying or postponing the meeting); and
  • The appointment of a director to chair the meeting. 

The chair is responsible for ensuring the agenda is followed, and decisions are recorded in the company’s minute book. In some company’s the chair may also have a casting vote where there is a deadlock for or against a matter. A casting vote means the chair will decide whether the matter goes ahead or not.

Key Takeaways

Board meetings are crucial to managing the day to day functions of a company. Well drafted constitutions and shareholders agreements will set out which matters for a board to consider will require which type of resolution – whether it be an ordinary resolution, special resolution or a unanimous resolution. If you need help drafting a constitution or shareholders agreement or if you have any questions, get in touch with our commercial lawyers on 1300 544 755.

Webinars

Redundancies and Restructuring: Understanding Your Employer Obligations

Thursday 7 July | 11:00 - 11:45am

Online
If you plan on making a role redundant, it is crucial that you understand your employer obligations. Our free webinar will explain.
Register Now

How to Sponsor Foreign Workers For Your Tech Business

Wednesday 13 July | 11:00 - 11:45am

Online
Need web3 talent for your tech business? Consider sponsoring workers from overseas. Join our free webinar to learn more.
Register Now

Advertising 101: Social Media, Influencers and the Law

Thursday 21 July | 11:00 - 11:45am

Online
Learn how to promote your business on social media without breaking the law. Register for our free webinar today.
Register Now

Structuring for Certainty in Uncertain Times

Tuesday 26 July | 12:00 - 12:45pm

Online
Learn how to structure to weather storm and ensure you can take advantage of the “green shoots” opportunities arising on the other side of a recession.
Register Now

Playing for the Prize: How to Run Trade Promotions

Thursday 28 July | 11:00 - 11:45am

Online
Running a promotion with a prize? Your business has specific trade promotion obligations. Join our free webinar to learn more.
Register Now

Web3 Essentials: Understanding SAFT Agreements

Tuesday 2 August | 11:00 - 11:45am

Online
Learn how SAFT Agreements can help your Web3 business when raising capital. Register today for our free webinar.
Register Now

Understanding Your Annual Franchise Update Obligations

Wednesday 3 August | 11:00 - 11:45am

Online
Franchisors must meet annual reporting obligations each October. Understand your legal requirements by registering for our free webinar today.
Register Now

Legal Essentials for Product Manufacturers

Thursday 11 August | 11:00 - 11:45am

Online
As a product manufacturer, do you know your legal obligations if there is a product recall? Join our free webinar to learn more.
Register Now

About LegalVision: LegalVision is a commercial law firm that provides businesses with affordable and ongoing legal assistance through our industry-first membership.

By becoming a member, you'll have an experienced legal team ready to answer your questions, draft and review your contracts, and resolve your disputes. All the legal assistance your business needs, for a low monthly fee.

Learn more about our membership

Need Legal Help? Submit an Enquiry

If you would like to get in touch with our team and learn more about how our membership can help your business, fill out the form below.

Our Awards

  • 2020 Innovation Award 2020 Excellence in Technology & Innovation Finalist – Australasian Law Awards
  • 2020 Employer of Choice Award 2020 Employer of Choice Winner – Australasian Lawyer
  • 2020 Financial Times Award 2021 Fastest Growing Law Firm - Financial Times APAC 500
  • 2020 AFR Fast 100 List - Australian Financial Review
  • 2021 Law Firm of the Year Award 2021 Law Firm of the Year - Australasian Law Awards
  • 2022 Law Firm of the Year Winner 2022 Law Firm of the Year - Australasian Law Awards