Convening Board Meetings: Legal Procedures & Requirements
Learn the legal procedures and requirements for convening board meetings, including notices, roll calls, statutory registers, decision-making, agenda, and the role of the chairman. Understand the differences between the Companies Act 2013 and Companies Act 1956 in conducting board meetings.
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Presentation Transcript
BOARD MEETING COMPANYLAW
COMPARATIVE CHART Point of comparison CompaniesAct 2013 Companies Act 1956 First Meeting of Board of Directors First meeting of board directors to be held by every company within 30days of its incorporation. No such stipulation regarding with it should be held. Notice for board meetings by electronic means Notice for board meetings may be given by electronic means. Not permitted.
PROCEDEURE OF CONVENING BOARD MEETING 1.Arrangement:{A} To safeguard the integrity of the meeting by ensuring sufficient security and identification procedures. 2. To record proceeding and prepare the minutes of the meeting
2. Notice:{a} The notice of the Meeting shall be sent to all the directors according to the provisions of section 173{3} 3. Roll call:{a} Name {b} the location from where he is participating
4.Statutory Registers: The statutory registers which are required to be placed in the board meeting as per the provisions of the act shall be placed at the scheduled venue of the meeting and where such registers are required to be signed by the directors.
5.Decision:At the end discussion on each agenda item ,the chairperson of the meeting shall announce the summary of the decision taken on such item along with names of the directors, if any who dissented from the decision taken by majority.
AGENDA OF BOARD MEETINGS: Although it is not obligatory in law, it is customary to send a copy of the agenda i.e. the business to be transacted at the meeting along with the notice of every board meeting.
CHAIRMAN AT BOARD MEETING : Every board meeting must have a chairman to preside over the meeting .The articles of a company usually provide who shall preside over board meetings .
RESOLUTION BY CIRCULATION : The directors exercise their powers by resolution at board meeting .a resolution may be passed either at a meeting of the board or by circulation. VOTING BY DIRECTORS : the method of Voting to be followed at a board meeting
Is by show of hands .voting by proxy is not allowed. so a directors cannot send a proxy to a board meeting. DIRECTORS ATTENDANCE BOOK : before the proceedings of the meetings begin the secretary passes round to the directors .
The directors attendance book and takes there in the signatures of each of them.
