Standing Orders Of The Board Of Directors

Meetings Of The Board

1. Calling of meetings

The Chairman of the Board may call a meeting of the Board at any time. The Board of Directors shall meet a minimum of 6 times per annum.

2. Managing meetings of the Board

It is the responsibility of the Chairman to:

  • Manage the Board and its affairs and set its agenda
  • Ensure that members of the Board receive accurate, timely and clear information;
  • Manage the Board to ensure that sufficient time is allowed for discussion of complex or contentious issues;
  • Encourage active engagement by all the members of the Board;
  • Ensure that performance of individuals, the whole Board and its committees is evaluated at least once a year

3. AGM procedures

Subject to sections 133 and 141 of the Companies Act 1963, an annual general meeting and a meeting called for the passing of a special resolution shall be called by 21 days’ notice in writing to the members at the least and a meeting of the Company (other than an annual general meeting or a meeting for the passing of a special resolution) shall be called by seven days’ notice in writing at the least.

Normal business to be conducted at the AGM will include:

  • Election / rotation of directors
  • Appointment of Auditors & fixed remuneration of auditors
  • Approval of reports and accounts
  • Consider resolutions

4. Quorum

No business shall be transacted at any general meeting (at which shareholders are present) unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided a quorum of members shall be two, present in person or by proxy.

The quorum necessary for the transaction of the business of the directors shall be seven with one such director being a member of the Religious Sisters of Charity. It is provided that any director may participate in a meeting of the directors by means of telephonic or other similar communication whereby all persons participating in the meeting can hear each other speak; and participation in a meeting in this manner shall be deemed to constitute presence in person (or as the case may be, by alternative) at such meeting and any director (or his alternative) may be situated in any part of the world for any such meeting.

5. Voting

The Religious Sisters of Charity’s National Director of Mission, or such other person as may be nominated by the Order, shall have the right to attend all meetings of the Company, but shall not have voting rights.

The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes.

Decisions at directors meetings shall be arrived at by consensus if possible, and failing this, shall be determined by a simple majority vote, the Chairman having a second or casting vote in the event of a tie.

A director may vote in respect of any contract, appointment or arrangement in which he/she is interested, and he/she shall be counted in the quorum present at the meeting.

The directors may exercise the voting powers conferred by the shares of any subsidiary company in all respects as they think fit.

6. Agendas

Agendas will be sent to Members of the Board before the meeting and supporting papers whenever possible shall accompany the agenda.

7. Chairman of Meeting

If the Chairman is absent from the meeting the deputy Chairman will chair the meeting.

8. Chairman’s Ruling

Statements of Members of the Board made at meetings of the Board shall be relevant to the matter under discussion at the material time and the decision of the Chairman of the meeting on questions of order, relevancy, regularity and any other matters shall be final.

9. Motions

With the agreement of the Chairman, any director can raise specific motions at meetings of the board.

If the Chairman does not agree to the motion, the director must get the backing of 50% of the directors to have the motion raised at a meeting.

10. Minutes

The Minutes of the proceedings of a meeting shall be drawn up and submitted for agreement at the next ensuing meeting where they will be signed by the person presiding at it.
Minutes shall be circulated in accordance with members’ wishes.

11. Record of Attendance

Names of the Chairman and Members of the Board present at the meeting shall be recorded in the minutes.

12. Annual Review

The Board shall allocate at least one special meeting each year to review Board Strategy.