Form with which the board of directors of a corporation records the contents of its first meeting.
Form with which the board of directors of a corporation records the contents of its first meeting.
Decision-making by directors Decisions are usually taken either by passing resolutions at a board meeting or by passing a written resolution. Although a sole director may be able to hold a board meeting, in practice, a sole director would usually make decisions by passing written resolutions.
Section 248 does not specifically refer to the situation that applies to sole directors, however, it is considered good practice for a sole director to record their decisions which, if there were more than one director, would have been considered at a board meeting as resolutions in writing, particularly where ...
As the lone attendee you must document the date, time and location of the meeting. You must also list the discussion items, summarize the key points and document the decisions made. You must note all the positions in attendance, even if you occupy all of them.
So, if you run a limited company by yourself (i.e. you're the sole director and shareholder), whilst you could theoretically still hold a general meeting, this isn't required. It is important to stress that a one-person company still needs to record any decisions made, and these should be kept with the company records.
However, Model Article 7(2) provides that where a company has only one director that sole director may take decisions without regard to any of the other provisions of the Articles relating to directors' decision-making.
What information do board meeting minutes contain? Meeting date, time and location. Type of meeting. Names and titles of attendees and guests. Any absent board directors. Quorum. Notes about directors who left early or re-entered the meeting. Board approvals, resolutions and acceptance of reports. Overview of discussions.
DIRECTORS: Not less than three, unless there are only one or two shareholders of record, in which case the number of directors may be less than three but not less than the number of shareholders. 2. OFFICERS: The three required positions are President, Secretary and Treasurer.
There is no general requirement that board minutes be public – though some countries have laws that they must be available to members. However, not-for-profit organisations earn trust by being open about how they handle the public trust that has been granted to them.
The complexity of your business is also an important factor to consider. If your business is simple with few moving parts, you may not need a board. However, if your business is complex and requires expertise in multiple areas, a board can provide the guidance and support you need to make informed decisions.