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Board Meeting Without Company Secretary In Franklin
State:
Multi-State
County:
Franklin
Control #:
US-0020-CR
Format:
Word;
Rich Text
Instant download
Description
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FAQ
Who attends board meetings? Main members of the C-Suite like the CEO, founders and COO. Investors. Non-executive directors with industry knowledge and experience. Observers can also attend the meeting — people with experience in your industry or sector who take part in the discussions but can't vote.
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.
The secretary of the board takes part in creating and implementing management practices. It involves drafting the organization's bylaws and communicating the roles of other board members. Documenting processes and procedures. They maintain supporting documentation for governance processes and all meetings.
Anyone who is an Officer of the company should also attend Board meetings. Invariably, these are senior executives and perhaps founders who have a depth of knowledge which the Board would wish to have present at the meetings. Other C-level Executives.
The company secretary's main responsibilities include preparing for and attending meetings. The preparation for meetings typically begins about six weeks in advance.
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.
Section 270 of the Companies Act 2006 states that “a private company is not required to have a secretary.” That is unless the articles explicitly state that a secretary must be appointed. Any duties that would require a secretary's authorisation may be delegated to a director or a person authorised by the director(s).
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.
Board meeting etiquette don'ts Don't – Make your agenda unrealistic. Don't – Be late. Don't – Interrupt others. Don't – Put others down. Don't – Use your smartphone. Don't – Inundate your board with several different pre-meeting emails. Don't – Allow side conversations. Don't – Read committee reports out loud.
