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Board Meeting Without Company Secretary In Montgomery
State:
Multi-State
County:
Montgomery
Control #:
US-0020-CR
Format:
Word;
Rich Text
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FAQ
Does the Secretary Have To Take the Minutes? No. The person holding the office of secretary should be the one who takes the minutes, and if the secretary is absent, a temporary secretary should be elected for that meeting.
Many organizations require that the presiding officer and recording secretary sign the minutes once approved, she adds, so it's important to check your bylaws to ensure the proper signatures are included. The minutes should reflect what took place in motions — the action of the board, not the dialogue, says Bowie.
If a secretary refuses to carry out his/her duties, the president can sign the minutes RONR (12th ed.) .
The company secretary's main responsibilities include preparing for and attending meetings. The preparation for meetings typically begins about six weeks in advance.
Generally speaking, in order to be legally binding, general meeting minutes must be signed by general meeting officials and sometimes by certain other participants. The articles of association provide the answers on this matter.
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.
Approve the minutes: Once corrections are complete, the chair asks for a motion to approve the minutes. One member makes the motion, a second member approves it, and the chair calls for a vote. The approval of meeting minutes goes through with a majority 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.
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.
