s109 Directors’ Resolutions

109 Resolutions of directors


(1) Unless otherwise specified in this Act or in the memorandum or articles, the exercise by the directors of a company of a power given to them under this Act or the memorandum or articles shall be by a resolution-

(a) passed at a meeting of directors held under section 106; or

(b) passed as a written resolution under subsection (3).


(2) Subject to contrary provision in the memorandum or articles, a resolution of directors is passed at a meeting of the directors if it is approved by a majority of the directors who are present at such meeting and (being entitled to do so) vote thereon.


(3) Subject to contrary provision in the memorandum or articles, an action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a committee of directors consented to in writing or by email, telex, fax, or other electronic communication by all the directors or all the members of a committee of directors (or such specified majority, greater than 50 per cent, thereof as the memorandum or articles may provide), without the need for any notice.


(4) A resolution under subsection (3) may consist of several documents, including electronic communications, in like form each signed or assented to by one or more directors.