t50 ~ SECRETARIAL PRACTICE

Quorum,

directors for the time being in the United Kingdom shall be
as valid as if it had been passed at a meeting of directors duly
convened and held.

Board meetings are to some extent regulated by the
articles in practically every case. Clauses 81 and 82 of
Table A are, in substance, very frequently the governing
regulations as to board meetings. Clause 81 is as follows:
"The directors may meet together for the dispatch of busi-
ness, adjourn and otherwise regulate their meetings as they
think fit. Questions arising at any meeting shall be decided
by a majority of votes. In case of an equality of votes,
the chairman shall have a second or casting vote. A director
may, and the secretary on the requisition of a director shall,
at any time summon a meeting of the directors.’ By the
first words of clause 81, a very wide discretion is left to directors
as to regulating their meetings. It would, no doubt, be
competent to them, under such a power, to frame an elaborate
code of rules as to the convening of meetings and as to the
procedure thereat, and to place these on the minutes when they
would govern the future, until altered. But, as a rule, few
if any rules are definitely made, and, apart from any practice
which may grow up, matters are left very much’ at large.
In consequence, decisions as to board meetings have been
numerous, and where neither the articles nor any rules made
by the board themselves apply, these decisions are binding.

Clause 82 runs: ‘The quorum necessary for the transaction
of the business of the directors may be fixed by the directors,
and unless so fixed shall when the number of directors exceeds
three be three, and when the number of directors does not
exceed three, be two.’

The articles usually prescribe the number of directors
required to constitute a quorum, but, if not so prescribed,
the number who usually act in conducting the business of
the company will constitute a quorum [Tavistock Ironworks
Co., Lyster's Case (1867), 4 Eq. 233; see also re Bank of Syria
(x901), 1 Ch. 115], or possibly a majority of the whole board
[York Tramways Co. v. Willows (1882), 8 Q.B.D. 685]. Where
the articles provided that the minimum number of directors
should be four, that A and B should be the first directors,
and that the first directors should have power to appoint
others, it was held that there could be no valid board meeting
until A and B had appointed two other directors [Sly, Spink
& Co. (1911), 2 Ch. 430].

The articles also usually contain an article enabling a
director to contract with the company. A director interested
in any contract or proposed contract with the company must