Board Meeting Without Company Secretary In Middlesex
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The Directors shall attend Board Meetings in person. If unable to attend, a Director may appoint another Director to attend on his behalf by proxy which specifies the scope of authorization; any appointee shall not act as proxy for more than one Director.
The success of an Annual General Meeting largely depends on thorough preparation by the Company Secretary. From reviewing the previous year's documents to anticipating potential issues and preparing detailed briefs, the role of the Secretary is critical in ensuring a smooth meeting process.
Corporate secretaries set the agenda in collaboration with the board and committee chairs, prepare for each meeting by collecting and distributing key documents and reports, and take detailed notes on the discussions and decisions that arise during the meeting.
Duties of a Company Secretary Facilitate the convening of meetings, attend general, board and committee meetings, and maintain the minutes of these meetings. Obtain approvals from the general and board meetings, government, and other required authorities as provided under the provisions of the Act.
Fiduciary Duties and Powers of a Company Secretary A duty to act with care and skill. A duty to avoid conflicts of interest. In addition, the company secretary can sign certain forms submitted to Companies House and may sign deeds on behalf of the company when countersigned by a director.
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.
Helping to prepare agendas for meetings with the Chairperson. Writing and receiving letters on behalf of the group. Keeping members informed of what correspondence has been sent out and received. Keeping a record of membership.
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.
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.
