Board Meetings?

[Moriarty]

Hi All,

I'd be grateful for any opinion on board meetings where the MOI makes no provision for a required notice period of board meetings to the directors, board meetings are usually conducted electronically and resolutions passed by way of a round robin. A board meeting is convened and ordinary resolutions are passed by a simple majority of the board including the chairman but one director does not acknowledge receipt of the email convening the board meeting. S73 (5) (a) (i - iii) allows the meeting to proceed if all of the directors acknowledge receipt of the notice, are present at the meeting or waive notice of the meeting. In the absence of any communication from this director, are the resolutions null and void?

If so, can the MOI be changed to avoid this situation recurring in the future? The company in question has a couple of non-executive directors abroad.

Thanks,

Moriarty

Edit: An email was sent to all directors convening the meeting and asking them to vote on the resolutions.