Board Meeting Without Company Secretary In Clark
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If a proprietary company does not appoint a secretary, each director of the company is responsible for the company's contravention of these provisions. and maintenance of compliance policies, processes and procedures.
1 Any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary or where there is no Company Secretary, any person authorised by the Board in this behalf, on the requisition of a Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, ...
In sole director companies it is common to only appoint one director and not to have a company secretary. The administrative tasks of the company secretary can be completed by the company director. If you have more than one company director you can appoint one of the directors as the company secretary.
However, there has been no legal requirement to do so since the introduction of the Companies Act 2006 (the “Act”). Before the introduction of the Act, companies still had to have a secretary appointed at all times. Specifically, section 270 of the Act provides that no secretary is required.
If the CEO is not also a board member, it is normal for them to attend most board meetings to report on progress, however from time to time it may be appropriate for board meetings to be held without the CEO.
Secretary Absent. If the secretary is absent from a meeting, the president should appoint someone to take the minutes so there is a record of the board's actions. RONR (12th ed.) .
The company secretary is the key advisor to the board of directors on matters of corporate governance and their duties as a director. This will include dealing with conflicts of interest, managing the interests of the shareholders and other stakeholders, and dealing with applicable codes and investor guidelines.
