B O A R D M E E T I N G A N D R E S O L U T I O N S
Presented By<br />Rashmikala<br />Rajnikantgeorge<br />BOARD MEETING AND RESOLUTIONS<br />
Board’s Meetings<br /><ul><li>Formal meeting of the board of directors of an 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. </li></li></ul><li>Number of Board’s Meetings (sec 285)<br />1. Periodicity of the Board Meetings: According to Section 285 of Companies act, 1956, at least one board meeting must be held in every three months and at least four such meetings must take place in every year.<br />But a company registered under section 25 of the Companies Act, has privilege that the Board or the Governing Body may meet at least once in six months.<br />2.Interval between two Board Meetings:<br />four meetings should be held in a year and the interval between any two meetings could be more than three calendar months but less than six calendar months.<br />
Notice of Board Meetings<br />A written notice of every Board meeting must be given to every director who is for the time being in India.<br /> If a Director is absent from India, no notice need be given to him abroad, but it should be sent to his usual address in India.<br /> If the officer of the company whose duty is to send the notice fails to do so, he shall be punishable with fine upto one hundred rupees. <br />
QUORUM[sec 287]<br />According to sec 287 quorum for meeting of the board of directions of a company shall be one third of its total strength or two directors, whichever is higher. But where this quorum can’t be formed because of the interested directors, then the number of directors who are not interested, being less than two, shall be the quorum<br />
Proceeding to board’s meeting<br />The regulation 64 to 81 contained in schedule (I) of the companies act provide that board meeting shall be taken by majority of vote. The chairman may be allowed a casting vote in case of a tie.<br />i.e. equality of vote <br />
Cont’d<br />The minutes of the meeting kept in accordance with the provision stated above, shall be evidence of the proceeding recorded therein.[Sec 194]<br />Minute book is to enable the shareholder of the company -----<br />To know exactly what their directors have been done;<br />Why it was done and <br />When it was done <br />
Circulations of members resolution<br /><ul><li>A notice should be given to the members about the resolution. And circulate to member a letter for a general meeting.
The minimum number of member to sign the requisition is the holder of one twentieth of the total voting power
The requisition must be deposited at the registered office of the company.
The time period for submitting the requisition form is six weeks before the meeting.
If it relates to a resolution to be moved and in the case, two weeks before the meeting.</li></li></ul><li>Situations<br /><ul><li>If on the application of the company or any other aggrieved person, the court is satisfied that the right is being abused to secure needless publicity for a defamatory matter.
A banking company shall not be bound to circulate any statement, if in the opinion of the board of directors, the circulation is likely to jeopardise the interest of the company.</li></li></ul><li>Resolution by “Postal ballot” <br />Resolution by postal ballot [S.192-A]<br />It’s mean “Postal Ballot” includes voting by share holders by postal or electronic mode instead of voting personally by presenting for transacting businesses in a general meeting of the company, <br /><ul><li>The Amendment of 2000 has introduced this new section so as to provide for passing of resolutions by postal ballot;</li>