Board Meeting Without Company Secretary In Kings
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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.
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.
The company secretary's main responsibilities include preparing for and attending meetings. The preparation for meetings typically begins about six weeks in advance.
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.
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.
Special meetings must be authorized in the bylaws or they cannot be held. The provisions in the bylaws should state who has the authority to call special meetings (often the president -or- a stated number of members), and how much notice is required.
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.
A corporate secretary in the boardroom is one of the board's most important resources. Under state corporation laws, every public company must have a corporate secretary, and the individual who fills this role is a valuable member of the executive management team.
The Securities and Exchange Board of India (SEBI) mandates that every listed company must have a qualified Company Secretary. The Company Secretary is responsible for ensuring compliance with SEBI regulations and managing communication with stock exchanges and regulatory authorities.
