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Board Meeting Without Company Secretary In Queens
State:
Multi-State
County:
Queens
Control #:
US-0020-CR
Format:
Word;
Rich Text
Instant download
Description
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FAQ
No. Most states require nonprofit boards to have three board members, which are usually the president, secretary, and treasurer.
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.
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.
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.
Board meetings can be called at any time by the chairman of the board or an individual director. Reasonable notice of the meeting must be provided to all directors, but there is no provision in the Companies Act regarding a minimum notice period for board meetings.
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.
Convening a Meeting 1.1 Authority A General Meeting shall be convened by or on the authority of the Board. The authority to convene a General Meeting of the company shall either be with the Board itself or with a Director, Company Secretary, Manager or any other officer of the company under the authority of the Board.
Essentially, the meeting protocol is a template workflow from calling the meeting to signing off the minutes from the previous meeting. The technical details that must be met to ensure the board can make its decisions. This could be the minimum number of members required for a quorum or the type of majority needed.
