Assignments. I. Memorize the following words and phrases from the text: to cast vote проголосувати, подавати голос (на виборах) voting by a show of

I. Memorize the following words and phrases from the text:

II. Study the use of italicized words in different phrases. Use them in sentences:

III. A company named Golden Tours Limited (“Golden Tours”) is planning to hold its first board meeting. It has two directors, namely John Richardson and Tony Randell. Acting as a Golden Tours’ lawyer you are asked to prepare the minutes for the first board meeting of the company taking account of the following specific instructions.

Client Instructions

•Another director is to be appointed, namely Mr. David Kent of 4 Kensington Palace Gardens, London, W2 4AJ

•The name of the company is to be changed from Golden Tours Limited to Premium Tours.

Task

Complete the minutes of the company’s first board meeting by selecting the most appropriate word from the list below to place in each correspondingly numbered space in the draft minutes given below:

Now name yourself as the company’s solicitor by entering your own name in box “A” of paragraph 2 of the minutes of the board meeting.

GOLDEN TOURS

Minutes of the first meeting of the board of directors of Golden Tours Limited (‘the company’) held at 44 Princess Diana Walk, South Kensington, London, W2 3SL. 15 May 20… at 10.00 a. m.

Present: John Richardson

Tony Randell

In Attendance: Susan Greenfield

1. John Richardson and Tony Randell accepted office as directors of the company. It was resolved that John Richardson be appointed Chairman of the board.

2. It was [1]_________________ that [A]___________be appointed solicitor to the company.

3. It was resolved that Susan Greenfield be [2]_________________ secretary of the company.

4. It was resolved that the [3]_________________office be at 44 Princess Diana Walk, South Kensington, London, W2 3 SL.

5. It was resolved that the quorum necessary for the transaction of the business of the directors should be two directors personally present.

6. A draft notice of an extraordinary general meeting of the company was [4]_____________ to the meeting and approved. It was further resolved that such meeting be [5]_____________and that notice of this be [6]____________ forthwith to the shareholders.

7. The meeting thereupon adjourned. Upon resumption it was reported that the [7]____________ set out in the notice of the extraordinary general meeting had been passed respectively as ordinary and special resolutions of the company.

8. Upon there being no further competent business the meeting was then [8]_____ closed by the Chairman.

Chairman

IV. Answer the following questions relating to the above text on board meetings and on the minutes you have just finalised.

1. What is meant by convening a meeting?

2. What is meant by a simple majority?

3. What is meant by a vote being taken on a show of hands?

4. Why do you think multi-national companies sometimes conduct board meetings by audiovisual conferencing?

5. Suggest one reason why a director may wish to call board meeting.

6. What is a quorum?

V. Translate into English:

1. На зборах правління мають бути присутніми директори компанії.

2. На зборах правління приймаються головні рішення стосовно компанії.

3. Кожен директор має один голос.

4. Тільки директори компанії можуть голосувати на зборах правління.

5. Резолюції ухвалюються простою більшістю.

6. Кворум - це мінімальна кількість людей, які мають бути присутніми на зборах, щоб прийняті рішення вважались правочинними.

3.1.3.Shareholders’ Meetings

Company law dictates that certain business decisions concerning a company need shareholder approval. In particular, shareholders’ meetings are required when major changes to the company are being proposed. Proposals for such changes are put to a shareholders’ meeting in the form of resolutions. Shareholders’ meetings can be attended by the company’s directors as well as by its shareholders. However, only shareholders have the right to vote. (It is possible to be a director without being a shareholder).

A company’s annual general meeting (AGM) is a type of shareholders’ meeting. Other shareholders’ meetings are known as extraordinary general meetings (EGMs). Twenty-one days’ notice is normally required to be provided to the shareholders before an AGM can be validly held, 14 days’ notice being required for an EGM. A vote on a proposed resolution is usually taken initially by ‘a show of hands’. In the course of such a vote each shareholder (otherwise known as a member of the company) normally has one vote, irrespective of the number of shares s/he possesses. 0nce the result of the vote on ‘a show of hands’ is declared, any member may demand what is known as a ‘poll’.

If a poll is held votes are then counted differentfy. Rather than each member having one vote regardless of his or her shareholding, each member has one vote for each share s/he holds. The chairman of the company will usually have a casting vote in the event that the number of votes are the same for and against a resolution, in order to enable such a deadlock to be broken. Shareholders’ meetings are usually called by the board.