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Board Meeting Without Company Secretary In Broward
State:
Multi-State
County:
Broward
Control #:
US-0020-CR
Format:
Word;
Rich Text
Instant download
Description
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FAQ
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. However, it is not obligatory.
The chair (or chairperson) is essential to the smooth running and effectiveness of a board of directors. Since the chair represents the company to the outside world and determines the order of the board agenda, this role requires excellent leadership and communication skills.
The company secretary's main responsibilities include preparing for and attending meetings. The preparation for meetings typically begins about six weeks in advance.
Article 12(1) of the Model Articles of Association merely says that the directors may appoint a director to chair their meetings, and there is nothing in the Companies Act that forces a private company to appoint a chair of the board. And yet it may be a good idea for a host of reasons.
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.
In the absence of the Chair, the Vice-Chair shall preside and exercise all the powers and duties of the Chair. If there is a quorum present, and both the Chair and the Vice-Chair are absent, the Board Members present may agree upon a Board Member to preside and serve as temporary Chair.
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.
5 tips for opening a board meeting: Allow time for members to get settled and focused. Provide a way for members to share what's weighing on their minds. Include time for socializing. Clarify each person's specific role for the meeting. Take time to formally review and approve the agenda.
Who Is Allowed To Call a Meeting? A company's board can assemble a general meeting, and likewise the shareholders. Regardless, the CEO of the company may, all alone, gather a Meeting. The Company Secretary can't call a Meeting of his , except if approved by the Board of Directors or the Articles to do as such.
