Puerto Rico Demand by Directors for a Meeting of the Board of Directors of the Corporation
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How to fill out Demand By Directors For A Meeting Of The Board Of Directors Of The Corporation?
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FAQ
Calling the Meeting to Order Chair: The Chair will call the meeting to order by saying: Good (Afternoon/Evening)! It's (state the time) and I'd like to call the (date) meeting of the (name of BCC) to order. Roll call, please.
The directors of a company have an unlimited power to call a general meeting whenever they think fit, usually effected by resolution of the board. As when exercising any of their other powers, directors should be mindful of their general duties under CA 2006, ss 171177, and should exercise their power in good faith.
The Board Meeting can be held at any place in India or even outside India. As per the Act, it is important to have place statutory registers and records during the Board Meeting.
Each director has one vote at board meetings, unless the articles of association state otherwise. The default model articles of association provide that decisions are passed if approved by a majority of the votes cast, and give the chairperson a casting vote if there is a tie.
The board of directors has the power to call general meetings and the majority of general meetings will be called by the directors (S302 of the Companies Act 2006). The members also have the ability to demand a general meeting.
As we have stated, it is often impossible to exclude a director from board meetings. Even if a director is not fulfilling their general duties, excluding them from meetings is not a legal solution. The main exception is if the director's rights have been suspended due to disciplinary proceedings.
In addition to the directors (including any alternate directors), the company secretary (to the extent there is one in the case of a private company) will usually attend board meetings.
Committee Meetings (Under 12 Members) The chairman (or the first member named to a new committee, who usually acts as the chairman) is responsible for calling together the committee. This means that he or she sets the time, date, and place of the meeting and notifies all the committee members.
(ii) Directors have a duty to attend meetings where they are reasonably able to do so. Often the Articles will provide that Directors can be removed if they do not attend meetings for a certain period. Normally, a Board meeting can be called by the company secretary, or any Director.
Any Director, including an Independent Director, of the company may, at any time, summon a Meeting of the Board unless otherwise provided in the Articles.