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Unlike general meetings where member attendance is optional, directors have a duty to be present for board and committee meetings as a part of their duties and responsibilities and to participate in decision making.
An AGM can be held at a place other than the registered office but it shall be a place within the city, town or village in which the registered office of the company is situated.
The Chairman shall preside over the meetings of the Executive Committee and the General Body. An individual may hold the post of Chairman for a period of three (3) years and may be re- elected as Chairman for an additional tenure of three (3) years.
Board Meetings shall be convened upon written notices sent to all Directors fourteen days prior to the date of the meeting, specifying the date and place of the meeting and attaching the meeting agenda and related materials.
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.
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 Directors shall attend Board Meetings in person. If unable to attend, a Director may appoint another Director to attend on his behalf by proxy which specifies the scope of authorization; any appointee shall not act as proxy for more than one Director.
Failure to attend Board Meetings for a continuous period of one year should be made a ground for vacation of office by the concerned director regardless of leave of absence being given by the Board for the meetings held during the year.
A Meeting may be held at the Registered Office of the company or at any other place, including a remote place. A Meeting may be held in India or abroad. In case the Articles provide for a specific place/city in which the Meetings should be held, the Meetings should be held only at that place/city.
Executive directors should attend and/or participate in discussions at board meetings, however. Their presence is essential because they likely know the most about: The organization's mission and programs.