CIC Association

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At the moment there will just be one Director who also will act as the sole member.  In the future there will potentially be opportunities for other Director's and members to come on board.

Should I amend the A of A to a single director/member version?  Should there be a provision stated somewhere of my intentions to broaden the Director/member numbers and in in doing so, the following clauses will be implemented?  Or should the A of A be adapted to a single director/member version and then changed to the standard multi director/member version once they have been appointed?

I am a little confused as to how to word the Directors chapter (part 4) of the A of A to correctly reflect this, specifically clauses:

 - 11. Directors may delegate

 - 12. Directors to take decisions collectively

 - 13. Calling a Directors' meeting

 - 16. Chairing of Directors' meetings

 - 17. Decision-making at meetings

 - 19. Conflicts of interest

 - 20. Directors' power to authorise a conflict of interest

 - 22. Methods of appointing Directors

 - 28. Members' meetings

Many thanks in advance!

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Replies to This Discussion

I am not sure what you mean by a "single director/member version" but the model articles work for whether you have only one or more than one director or member. The square brackets in the model articles are in my opinion confusing and you can remove these.

Article 12 provides: "Any decision of the Directors must be either a majority decision at a meeting or a decision taken in accordance with Article 18. [In the event of the Company having only one Director, a majority decision is made when that single Director makes a decision.]"

The first sentence applies whether the company has one director or more than one. The second sentence only applies where the company has one director, so you don't need to remove it if you recruit additional directors.

Your articles should allow additional directors to be appointed (article 22 of the model articles), but you should not state your "intentions to broaden the Director/member numbers".

Hope this helps.

Hi Ariene

Click through here and scroll down to the last few replies, there are links to an excellent single company director template by Geof Cox

Best of luck

Thank you for reminding me of Geof's post!



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