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The Companies (Model Articles) Regulations 2008
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Voting at directors’ meetings: general rules
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13.—(1) Subject to the articles, a decision is taken at a directors’ meeting by a majority of the votes of the participating directors.
(2) Subject to the articles, each director participating in a directors’ meeting has one vote.
(3) Subject to the articles, if a director has an interest in an actual or proposed transaction or arrangement with the company—
(a)that director and that director’s alternate may not vote on any proposal relating to it, but
(b)this does not preclude the alternate from voting in relation to that transaction or arrangement on behalf of another appointor who does not have such an interest.
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