Rights Issue for private limited company

My client is a small(ish) limited company, with 24 shareholders (some of which are corporate bodies). All of the shareholders are directly involved with the business operations and five of them are Board members.  The board have been discussing a rights issue in order to boost the companies capital. The Articles of Association state that this is possible and that a rights issue should be offered to the shareholders in the proportion in which they own the shares. It also states that any offers not taken up can be disposed of in any way deemed acceptable by the directors. I assume this mean that other members can take up the offers that have not been taken up by their fellow shareholders if it is agreed by the directors?

Has anyone gone through the process of a rights issue? I just wanted to clarify the process, if there is anything I need to do besides updating the company register, issuing share certificates and taking the cash from the shareholders? The articles mention that the issue should be given by Special Resolution by the company in General Meeting, so some minutes of this meeting would be required also.

Also, I wonder if someone could help with the more ethical issues raised by this. The rights issue was raised by a director, who also holds one of the largest shareholdings in the business. He is not currently a majority shareholder, but as the shareholdings are disproportionate among all of the shareholders, he is one of two people that hold the biggest holding. The rights issue (which is unlikely to be taken up by many of the smaller shareholders) is going to give him the opportunity to potentially manoeuvre his way to having a majority shareholding. As he is a director that will contribute to the final decision on the treatment of offers not taken up, this is a massive conflict of interest. Can anyone recommend a suitable way of dealing with this fairly and ethically?

Thank you in advance for any advice or suggestions.