Board Meeting Without Company Secretary In Travis
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FAQ
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).
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.
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.
In the absence of a secretary, the director(s) become solely responsible for fulfilling this duty. If a company has both officers (this is the collective term for directors and secretaries), they both have a legal duty to maintain these records.
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.
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.
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.
A director does not have to be an officer, although they can be. Most small-scale nonprofits have directors that also hold officer roles. That said, there are three standard roles that almost every board has. These include a president, treasurer, and secretary.
