Board Meeting Without Company Secretary In Harris
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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.
Essentially, the meeting protocol is a template workflow from calling the meeting to signing off the minutes from the previous meeting. The technical details that must be met to ensure the board can make its decisions. This could be the minimum number of members required for a quorum or the type of majority needed.
A company other than a proprietary company must have a company secretary. However, a proprietary company may choose to have a company secretary. The directors appoint the company secretary.
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.
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.
A qualified company secretary can also help prevent confusion regarding company ownership and management, provide guidance on company law, and maintain meticulous records and documents.
In this case, it may be warranted for the board to go into executive session without the CEO and include “witnesses” who are not board members. This should be rarely and only done with guidance of legal counsel.
However, it is not obligatory. Nonetheless, appointing a skilled chairperson will help ensure that board meetings run effectively, especially if your company has a large number of directors.
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, ...
