Alternate director - quorum

Meetings 3003 views 5 replies

Anurag

25 Points Posted on 27 June 2012

There is a Company ABC private Limited, It has 5 regular directors (including the Managing Director ). The company plans to appoint 2 alternate directors. My question is.. Will the 2 alternate directors be considered to decide the quorum strength in a Board Meeting. To explain the issue further.. With 5 regular directors the quorum is 2. Once two alternate directors are appointed will the quorum change ( including alternate directors the director strength is 7 so will the Quorum be 3 now?) or still for deciding the quorum only the regular directors will be considered and quorum will remain as 2 only.

Note : The alternate directors will not attend the Board Meeting when their respective regular directors are present in the Board Meeting.

Replies (5)

CA SANDESH MAHIPAL

Practicing in GST and MSME

1985 Points Posted on 27 June 2012

Alternate Directors will not form part of Quorum additionally.

They will represent only their original directors.

Quorum will be 2.

Nidhi Jain

987 Points Posted on 27 June 2012

Sunny is right

Anurag

25 Points Posted on 28 June 2012

Can you eloborate and provide relevant sections. A consultant has advised that quorum will be 3 ( I also thought the Quorum should be 2 ). Hence I put this query

Nidhi Jain

987 Points Posted on 28 June 2012

As per Section 287 Quorum of Board meeting will be

1. 1/3 of total strength of Board of Directors which is about 1.6 in ur case (Calculated on 5 Members bcoz Alternate Director is appointed when original director is outside for a period at least 3 months from the place where bm is generaly held. so in the anbsence of original directo Alternate director consider a director and form part of quorum but as and when original direcor come back it shall be deemed that the office of alternet director has been vacated.

2. 2 members of bpoard of directors

whichever is higher

so someone has misguide u