QUESTION TWO (20 marks)

Your firm acts for Red Dragon Brewery Limited ('RDB'), which runs a craft brewery business in North Wales. A schedule of the directors and shareholders in RDB together with a copy of RDB's articles of association is set out in Document B.

The directors of SBL wish to put into effect the following proposals:

1) The purchase of a new bottling line machine for 300,000.

2) Change of the accounting reference date from 31 January to 31 March.

3) The appointment of Ryan Blake to the board of directors as a non-executive director as soon as possible.

(a) Explain how RDB may put these matters into effect within one set of chronological meetings/documents, identifying all relevant matters of company procedure. Assume for the purposes of this part (a) that all participants are in favour of the proposals.

(14 marks)

(b) For the purposes of this part (b), assume that a board meeting has been called to appoint Ryan, that Spencer Reynolds is opposed to the appointment and that Nina Singh is unable to attend the meeting. Explain whether Spencer can prevent Ryan's appointment.

(6 marks

DOCUMENT B

Shareholder	Number of fully paid shares of 1 nominal value	Directorship
Hayley Smith	40,000	Managing director and Chairperson
Spencer Reynolds	25,000	Finance director
Ryan Blake	25,000	No
Nina Singh	0	Operations director
Juliette Saunders	10,000	No