Board Meeting Without Company Secretary In Bexar
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FAQ
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.
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.
However, there has been no legal requirement to do so since the introduction of the Companies Act 2006 (the “Act”). Before the introduction of the Act, companies still had to have a secretary appointed at all times. Specifically, section 270 of the Act provides that no secretary is required.
The quorum is to have at least two directors or one-third of the total number of directors present at office at the time – whichever is higher of the two numbers. In case the one-third of the number of directors present results in a fraction, it shall be rounded off to one.
Before the board meeting – checklist for meeting preparation Step 1: send notice & determine meeting requirements. Step 2: develop the agenda. Step 3: confirm attendance & arrange travel plans or easy online meeting access. Step 4: finalize the agenda. Step 5: prepare & distribute board meeting materials.
Ing to Section 174 of Companies Act, 2013, the minimum number of members of the board required for a meeting is 1/3rd of a total number of directors. At any rate, a minimum of two directors must be present. However, in the case of One Person Company, the rules of Section 174, do not apply.
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.
Maintaining accurate and organised records is vital for organisational efficiency. Secretaries manage many documents, including contracts, reports, financial records, and correspondence. Their attention to detail ensures that these documents are stored, updated, and accessible when needed.
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.
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.
