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Board Meeting Without Company Secretary In Cook
State:
Multi-State
County:
Cook
Control #:
US-0020-CR
Format:
Word;
Rich Text
Instant download
Description
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FAQ
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.
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.
A director does not have to be an officer, although they can be. Most small-scale nonprofits have directors that also hold officer roles. That said, there are three standard roles that almost every board has. These include a president, treasurer, and secretary.
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.
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.
7 Step Meeting Process Clarify Aim/Purpose. Assign Roles. Review Agenda. Work through Agenda. Review meeting record. Plan Next Steps and Next Agenda. Evaluate.
The chair owns the agenda Who prepares the first draft? Usually the company secretary, the CEO or the board secretary. This then needs to be approved or amended by the chair. The agenda and the board papers need to be sent to all directors at least 5 days plus a weekend, prior to the board meeting.
Starting the Meeting: ``Good (morning/afternoon), everyone. Thank you for joining us today. I'd like to welcome you to this meeting. Our agenda includes (briefly outline the agenda items). Let's begin with our first topic.''
