Board Meeting

"Board" means the Board of Directors of a company.

Formal meeting of board of directors of organization, held usually at definite intervals to consider policy issues and major problems. Presided over by a chairperson (chairman or chairwoman) of the organization or his or her appointee, it must meet the quorum requirements and its deliberations must be recorded in the minutes. Under the doctrine of collective responsibility, all directors  (even if absent) are bound by its resolutions.

Frequency of meetings

• The board should hold its board meeting atleast once in 3 months.
• Maximum interval should not exceed 120 days.
• So there should be atleast 4 meetings are held in a year.
• Section 25 company can hold only one meeting in every six months.

NOTICE

Should be given to ……

As per regulation 73 of Table A BM can be called by

• Any director
• A manager
• A secretary.

PLACE for holding meeting

Board  meeting should be made at the register office of the company as because register of contract are kept at the same place. But if the notice has been given properly that the books can be checked at proper time and place then meeting can be held at any place other than register office.

Notice

• 15 days notice should be given as per SS1 of ICSI.
• Notice can be given by email ,fax or other electronic mode.
• Notice as a reminder  where article fix a particular day i.e. last Saturday of each month as per DCA.
• Proceeding of the BM are valid if absent director don’t complaint.
• Adjourned meeting can be given to absent directors as per SS1
• Absence of agenda doesn’t invalidate the meeting.
• An adjourned meeting cant be held on a public holiday unless article provide so.

Quorum

1/3 or 2 whichever is higher of the no of directors based on the total strength of the board.

Adjourned on want of quorum

If the quorum cant be is not present at the required meeting then meeting can be postponed to next week, same time and place.

Where adjourned meeting day is holiday

Then meeting will be held on next succeeding day which is not a public holiday.

Quorum strength falls below the requirement

• Increase the directors no upto the minimum of quorum
• Convene a general meeting.

Chairman

1. The BOD can elect one of its directors as chairman for the same meeting.
2. Or otherwise A chairman who is already a chairman
3. The chairman can make its second or casting vote if the voting is in equal.
4. But this right is not available for a particular meeting director.

Regards

Renu.