10.3 EXAMPLES OF RESOLUTIONS
1. Appointment of a Committee:
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Example:"That, pursuant to article 51 of the company's Memorandum of Incorporation, Messrs E Roberts (the convener), I.P. Havenga and S.L. du Toit (any two of whom shall be a quorum) be and they are hereby appointed a standing committee with power to approve share transfers and to authorise the signing and issue of share certificates in respect thereof."2. Appointment of a Committee with Full Powers:
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Example:"That, subject to any future resolution of the board, Mr J Long (the convener) and Mrs S Short, he and they are hereby appointed a committee of the directors to act until a board meeting shall be held, with power to exercise any of the powers of the directors."3. Approval of a Guarantee:
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Example:"That the terms of the guarantee to be given by the company to Commercial Bank Ltd in respect of the overdraft facilities to be granted by the bank to the company, a copy of which has been produced by the secretary and has been initialled by the chairman for identification purposes, be and are hereby agreed and that Mr I Long, in his capacity as Managing Director, be and he is hereby authorised to sign it on behalf of the company."4. Issue of a Prospectus:
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Example:"That the copy of the prospectus produced to this meeting of directors be and is hereby approved, that it be dated 7 February, 20.. and signed by all the directors of the company and that it be filed forthwith at the Commission for registration."5. Allotment of Shares:
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Example:"That the shares specified in column 8 of the allotment sheets produced to this meeting of directors be and they are hereby allotted to the several persons whose names they are set against, and that the chairman should and does hereby initial each such sheet for identification; and that a letter of allotment be sent to each allottee forthwith."6. Transfer of Shares:
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Example:"That share transfers numbered 1982 to 2015 inclusive be and they are hereby approved, and that the signing and issue of share certificates nos. 3172 to 3205 inclusive be and are hereby confirmed."7. Adoption of an Agreement:
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Example:"That the agreement dated 5 October, 20.. between the company and the Excelsior Manufacturing Company Ltd be and is hereby approved and adopted."8. Convening the Annual General Meeting:
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Example:"That the 8th Annual General Meeting of the company be convened for Monday, 2 March, 20.. commencing at 11:00 at the registered office of the company, and that the secretary be and is hereby authorised to issue notices accordingly, together with a form of proxy, in accordance with the proof prints submitted to and approved by this meeting of directors."9. Removing a Director:
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Example:"That Mr H.P. Havenga be and he is hereby removed from the office of director of the company."10. Written Resolution of the Board:
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Example:"That the matter of the computerisation of the share transfer system be referred to an ad hoc committee for investigation and report, and that Messrs R Black and A White be and they are hereby appointed a committee for that purpose."11. Varying Class Rights:
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Example:"That this separate class meeting of the holders of the 12 per cent Cumulative Preference Shares in the capital of the company hereby sanctions the passing of the resolution set out in the notice dated 8 July 20.., convening a general meeting of the company on 4 August 20.., and hereby sanctions each and every variation, modification or abrogation of the rights and privileges attached or belonging to the said 12 per cent Cumulative Preference Shares effected thereby or necessary to give effect thereto."
Examples of Minute Entries
1. Minutes of Narration:
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"The chairman declared the meeting duly constituted."
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"The minutes of a meeting of the board held on 5 January 20.. were read and signed by the chairman as a correct record."
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"The report of the Finance Committee for the month of April 20.. was tabled."
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"The secretary was directed to purchase the necessary statutory books and registers."
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"The chairman declared the proceedings terminated."2. Minutes of Resolution:
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Example with Context: "After considerable discussion on the question of the appointment of an assistant secretary, it was RESOLVED: That Mr A. Robinson be and he is hereby appointed as Assistant Secretary to the Company at a salary of one hundred thousand rand (R100 000) per annum, the appointment to commence as from 1 January 20.."3. Detailed Example with Contextual Discussion:
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*"The board considered a proposal by management to open a new branch office in Smalltown. The following documents were made available for review:
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A report dated 1/03/20.. by the Chamber of Commerce giving its opinion on business prospects in that area;
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A financial evaluation prepared by the Director, Finance, which provides a detailed operating budget and shows that a reasonable expectation is that the branch will become profitable after 15 months;
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A report by Land & Sand dated 2/03/20.. giving current rentals and prices for outright purchase of properties in the area. After considerable discussion, the board accepted management's proposal that a branch office be established in Smalltown with effect from 1 August 20.. The board further authorised Mr B Bijou to head up a project team to implement this resolution, subject to working within the parameters of the proposal, with the authority to appoint such persons as may be required to facilitate the achievement of the objectives."*