Form with which the board of directors of a corporation records the contents of its first meeting.
Board Meeting Without Company Secretary In Hillsborough
State:
Multi-State
County:
Hillsborough
Control #:
US-0007-CR
Format:
Word;
Rich Text
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FAQ
6.2 Minutes of a General Meeting should be signed and dated by the Chairman of the meeting or in the event of death or inability of the Chairman, by any director duly authorized by the Board for the purpose, within thirty days of the General Meeting.
Most board meeting agendas follow a classic meeting structure: Calling meeting to order – ensure you have quorum. Approve the agenda and prior board meeting minutes. Executive and committee reports – allow 25% of time here for key topic discussion. Old/new/other business. Close the meeting and adjourn.
The company secretary's main responsibilities include preparing for and attending meetings. The preparation for meetings typically begins about six weeks in advance.
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.
On balance, the arguments in favour of attendance are stronger, and most companies encourage all senior executives to attend Board meetings. However, in terms of conduct at meetings, the Board meeting belongs to the Directors.
It is a good practice for each board meeting to include an in camera or executive session where board members can meet privately, without the CEO present. In camera is simply Latin for “in chamber” or private. These sessions provide the board the opportunity to have candid discussions without non-board members present.
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.
Unless a company's articles of association say otherwise, having a company secretary is optional for a private company, provided they were formed before 2008. Even if your articles say you must have one, your shareholders can always vote to remove this provision if you feel you no longer need one.
Anyone who is an Officer of the company should also attend Board meetings. Invariably, these are senior executives and perhaps founders who have a depth of knowledge which the Board would wish to have present at the meetings. Other C-level Executives.