Board Meeting Without Company Secretary In Maricopa
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FAQ
Often, the CEO will also be designated as the company's president and, therefore, be one of the inside directors on the board (if not the chair). However, many believe that a company's CEO should not also be the company's chair to ensure the chair's independence and clear lines of authority.
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.
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.
In some states there are laws known as “Sunshine laws” that require groups to open their meetings to the public, however, these laws generally only apply to governmental or quasi-governmental groups. Unless the nonprofit is a governmental entity, there is no obligation to open board meetings to the public.
Some discussions are appropriately held just among the board members—without the CEO. As an example, a board member may want to express a concern about a certain staff member, or perhaps two board members disagree on an issue and would prefer to discuss it without the presence of staff.
They are involved in day-to-day email communication, attend board meetings, and have knowledge of the people involved. Another unique aspect of the company secretary model is that they have groups of specialist clients.
Is it compulsory to have a chairperson? Simply put, no. As set out in 'the Model articles of association for private companies limited by shares', directors may appoint a chairperson if they wish.
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.
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.
