Decision-making by committee members
7. Committee members to take decisions collectively
The general rule about decision-making by committee members is that any
decision of the committee must be either a majority decision at a meeting or a
decision taken in accordance with article 8.
8. Unanimous decisions
(1) A decision of the committee is taken in accordance with this article
when all eligible committee members indicate to each other by any
means that they share a common view on a matter.
(2) Such a decision may take the form of a resolution in writing, copies of
which have been signed by each eligible committee member or to
which each eligible committee member has otherwise indicated
agreement in writing.
(3) References in this article to eligible committee members are to
committee members who would have been entitled to vote on the
matter had it been proposed as a resolution at a committee meeting.
(4) A decision may not be taken in accordance with this article if the
eligible committee members would not have formed a quorum at
such a meeting.
(5) At the request of a committee member participating in a committee
meeting the record of the decision made on an item of business shall
state in respect of each committee member participating whether he
voted for or against or abstained.
9. Calling a committee meeting
(1) Any committee member may call a committee meeting by giving
notice of the meeting to the committee members or by authorising
the company secretary (if any) to give such notice.
(2) Notice of any committee meeting must indicate—
(a) its proposed date and time;
(b) where it is to take place; and
(c) if it is anticipated that committee members participating in
the meeting will not be in the same place, how it is
proposed that they should communicate with each other
during the meeting.
(3) Notice of a committee meeting must be given to each committee
member but need not be in writing.
(4) Notice of a committee meeting need not be given to committee
members who waive their entitlement to notice of that meeting, by
giving notice to that effect to the company not more than 21 days
after the date on which the meeting is held. Where such notice is
given after the meeting has been held, that does not affect the
validity of the meeting, or of any business conducted at it.
10. Participation in committee meetings
(1) Subject to the articles, committee members participate in a committee
meeting, or part of a committee meeting, when—
(a) the meeting has been called and takes place in accordance
with the articles, and
(b) they can each communicate to the others any information
or opinions they have on any particular item of the
business of the meeting.
(2) In determining whether committee members are participating in a
committee meeting, it is irrelevant where any committee member is
or how they communicate with each other.
(3) If all the committee members participating in a meeting are not in the
same place, they may decide that the meeting is to be treated as
taking place wherever any of them is.
(4) At the chairman’s discretion other persons may attend and speak at all
or part of a committee meeting but shall not be entitled to vote.
(5) The company shall have no obligation to enable committee members
who cannot be present in person to participate in a committee
meeting.
11. Quorum for committee meetings
(1) At a committee meeting, unless a quorum is participating, no proposal
is to be voted on, except a proposal to call another meeting.
(2) The quorum for committee meetings may be fixed from time to time
by a decision of the committee members, but it must never be less
than four.
(3) If the total number of committee members for the time being is less
than the quorum required, the committee members must not take
any decision other than a decision—
(a) to appoint further committee members, or
(b) to call a general meeting so as to enable the members to
appoint further committee members.
12. Chairing of committee meetings
(1) The member appointed as chairman of the committee in accordance
with articles 17 and 18 shall chair committee meetings.
(2) If the chairman of the committee is not participating in a committee
meeting within ten minutes of the time at which it was to start, the
participating committee members must appoint one of themselves to
chair it.
13. Casting vote
(1) If the numbers of votes for and against a proposal are equal, the
chairman of the committee or other committee member chairing the
meeting has a casting vote.
(2) But this does not apply if, in accordance with the articles, the
chairman of the committee or other committee member is not to be
counted as participating in the decision-making process for quorum
or voting purposes.
14. Conflicts of interest
(1) If a discussion or proposed decision of the committee is concerned
with an actual or proposed transaction or arrangement with the
company in which a committee member has a potential conflict of
interest, that committee member is not to be counted as
participating in the decision-making process for voting purposes.
(2) But if paragraph (3) applies, a committee member who is interested
in an actual or proposed transaction or arrangement with the
company is to be counted as participating in the decision-making
process for quorum and voting purposes.
(3) This paragraph applies when—
(a) the company by ordinary resolution disapplies the provision
of the articles which would otherwise prevent a committee
member from being counted as participating in the decisionmaking
process;
(b) the committee member’s interest cannot reasonably be
regarded as likely to give rise to a conflict of interest; or
(c) the committee member’s conflict of interest arises from a
permitted cause.
(4) For the purposes of this article, the following are permitted causes—
(a) a guarantee given, or to be given, by or to a committee
member in respect of an obligation incurred by or on behalf
of the company;
(b) any matter which affects all members or all of a class of
member as defined by the articles and rules; and (c) any
matter arising from article 42: committee members’ and
officials’ indemnity and article 43: committee members’
and officials’ insurance.
(5) For the purposes of this article, references to proposed decisions and
decision-making processes include any committee meeting or part of
a committee meeting.
(6) Subject to paragraph (7), if a question arises at a meeting of the
committee to the right of a committee member to participate in the
meeting (or part of the meeting) for voting or quorum purposes, the
question may, before the conclusion of the meeting, be referred to
the chairman whose ruling in relation to any committee member
other than the chairman is to be final and conclusive.
(7) If any question as to the right to participate in the meeting (or part of
the meeting) should arise in respect of the chairman, the question is
to be decided by a decision of the committee members at that
meeting, for which purpose the chairman is not to be counted as
participating in the meeting (or that part of the meeting) for voting or
quorum purposes.
15. Minutes of committee members’ decisions to be kept
The committee members must ensure that the company keeps a written record,
for at least 10 years from the date of the decision recorded, of every unanimous
or majority decision taken by committee members.
At every committee meeting the record of any decisions made at the previous
committee meeting shall be reported and signed by the chairman. Any decision
made after the close of a committee meeting and prior to the commencement of
the next shall be ratified and recorded at the next committee meeting and the
record signed by the chairman.
16. Committee members’ discretion to make further rules
(1) Subject to the articles and to the Companies Act 2006, the committee
may make any rule which they think fit-
(a) about how they take decisions, and
(b) for the governing and conduct of the association.
(2) Rules made pursuant to this article shall be recorded in writing and as
soon as reasonably practicable communicated to all members.