Meetings of the Board of Directors

Meetings of the Board of Directors

The directors of the company are the representatives of the shareholders. They manage the company on behalf of the shareholders.

Meeting of Board of Directors - Periodicity, Objectives, Notice, Agenda, Quorum

Image: Meeting of Board of Directors – Periodicity, Objectives, Notice, Agenda, Quorum

Periodicity of the BoD Meeting

The meeting of Board of Directors should be held at least once in every 3 months. Minimum of 4 such meetings should be held in a year.

Objectives of BoD Meeting

The objective is that Board meetings should be held at frequent intervals so that directors can regularly monitor the functioning and progress of the company.

The Central Government can relay the rule regarding the frequency of conduct of directors meeting, in case of small companies which have insufficient business to be transacted.

Notice to BoD Meeting

Notice of the meetings of the Board of Directors must be given in writing to every director in India at his usual address. Notice should be given to a director even if he has stated his unwillingness to attend a meeting.

Unless the articles specify, a reasonable period of notice should be given before every meeting. What is reasonable period will depend on each particular case. The notice should mention the time, place, date and venue where the meeting would be held.

Agenda for BoD Meeting

Agenda represents the things that need to be done and the order in which they need to be done. In the case of meetings it lists out the items of business that would be transacted and the order in which they would be transacted. Though sending the agenda is not compulsory, it is generally sent so that the directors would come prepared on the items to be discussed.

Quorum of BoD Meeting

It refers to the minimum number of members required to be present to conduct a meeting and transact business. If the required quorum is not present, a meeting cannot be held. If any meeting is held without adequate quorum, any business transacted in such a meeting would be held invalid.

The quorum for Board meeting is, there should be at least two directors or one-third of the total strength of the Board of Directors, whichever is more.

In the case of meeting of members, for a public company there should be at least 5 members personally present and two members personally present in case of any other company constitute the quorum.

If the Articles do not provide otherwise:

  1. If within half an hour a quorum is not present, a meeting if called by the members stands dissolved. In other cases, it stands adjourned to the same day next week at the same time and place.
  2. If at the adjourned meeting also a quorum is not present within half an hour, the members present constitute the quorum.

In case the total number of members in a company gets reduced below the quorum fixed for a meeting, the rules regarding quorum will be satisfied if all the members of the company are present.

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