With the level of technology currently available to directors enabling remote or flexible working (think Skype, conference calls, tablets and 4G mobiles), directors would be forgiven for thinking that they can automatically hold board meetings remotely. However, the position is not so simple.
Whether a meeting can be held remotely is determined by the company’s articles of association (‘oh no’, we hear you groan!). That should not be an issue for more recently incorporated companies as the Model Articles will apply which, provided they have not been amended by the company’s bespoke articles, allow directors to deal with their board meetings remotely.
But the directors of a company incorporated before 1 October 2009 will not be able to hold their meetings remotely unless the company has either updated its articles to enable board meetings to be held in this way or adopted the new Model Articles. This is because the old default articles, known as “Table A”, did not give directors the ability to hold meetings other than in person.
Table A does allow directors to ‘regulate their own proceedings’ but case law suggests this is unlikely to cover remote board meetings – unless the directors have been blessed with the foresight to resolve to do this at a previously held meeting (which isn’t usually the case!).
