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Board Meeting Without Company Secretary In Texas
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Multi-State
Control #:
US-0020-CR
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Word;
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FAQ
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.
Some discussions are appropriately held just among the board members—without the CEO. As an example, a board member may want to express a concern about a certain staff member, or perhaps two board members disagree on an issue and would prefer to discuss it without the presence of staff.
Often, the CEO will also be designated as the company's president and, therefore, be one of the inside directors on the board (if not the chair). However, many believe that a company's CEO should not also be the company's chair to ensure the chair's independence and clear lines of authority.
The secretary of state does not maintain the bylaws or tax exempt filings of any nonprofit organization. Some organizations that have obtained tax-exempt status from the Internal Revenue Service are required to make certain documents available to the public.
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.
They require a chairperson (usually a director, company secretary, or member), and meeting minutes should be kept. If a chairperson has not been elected before the meeting, the first piece of business at the meeting should be to appoint one.
TIME AND ACCESSIBILITY OF NOTICE; GENERAL RULE. (a) The notice of a meeting of a governmental body must be posted in a place readily accessible to the general public at all times for at least 72 hours before the scheduled time of the meeting, except as provided by Sections 551.044-551.046.
A company secretary plays a pivotal role in organizing and managing board meetings, ensuring they run smoothly and effectively. They assist the chairperson, take comprehensive meeting notes, and handle post-meeting tasks.
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.
