Form with which the board of directors of a corporation records the contents of its first meeting.
Board Meeting Without Company Secretary In Orange
State:
Multi-State
County:
Orange
Control #:
US-0007-CR
Format:
Word;
Rich Text
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FAQ
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.
In California, corporations must have a secretary and LLCs or other entity types generally can have one. Here's what a corporate secretary does: Keeps a book of minutes of stockholder and director meetings. This is a key aspect of corporate governance as minutes are a record of what was said and decided in meetings.
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.
In the absence of a secretary, the director(s) become solely responsible for fulfilling this duty. If a company has both officers (this is the collective term for directors and secretaries), they both have a legal duty to maintain these records.
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.
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.
"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, ...
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.
