Board of Directors Meeting Procedure:
The shareholders elect the director sin the annual general meeting of the company. The elected directors manage the affairs of the company in accordance with the policy approved by the shareholders. They hold the meetings frequently for the transaction of business of the company. These meetings which the directors hold are called board meetings or the directors meetings.
There are three ways for carrying out the affairs of the company by the directors.
- Telephonic conversation:
The members of the board may transact urgent business of the company on telephone and then sign a resolution confirming the telephonic conversation.
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- Circular resolution:
The board of directors of a company, if the articles permit, can do business of the company through circular resolution. These resolutions should be signed by all the directors and duly entered in the director’s minute book.
- Board meetings.
The directors of a company function as a board. They elect chairman by determining the period for which he is to hold office and transact the business of the company.
- Notice of board meeting.
For a board meeting to be valid, it is necessary that a notice of the meeting is issued to all the directors of the company. This notice should mention the date, time, place of the meetings and the business to be transacted.
- Restriction on powers of directors.
The boards of directors in its meeting are restricted to sell the undertaking of the company. it cannot also remit any debt due by a director.
- Quorum for board Meetings.
If the quorum is not prescribed by the articles, the majority of the directors present in the meeting will constitute a quorum. However according to section 193 of the companies ordinance, the quorum for a meeting of directors of a listed company shall not be less than 1/3 of their number or four whichever is greater.
- Minutes of board meeting
The accurate summary of the minutes of the proceedings of the board’s meeting is maintained in the minute’s book and is signed by the chairman after its being approved in the subsequent meeting.
- Inspection of directors minutes book.
No member of the company is entitled to inspect the minutes of the directors meeting boards minutes can, however, be inspected by the directors, secretary and the auditors.
Board of directors meeting procedure :
The board of directors meeting procedure is usually described in the article of a company . the companies ordinance section 160 also makes detailed provision relating to the procedure to be observed in the conduct of board of directors meeting.
- Notice of meeting:
Section 158(3) of company’s ordinance provides that the notice of the annual general meeting shall be sent to the shareholders atleast 21 days before the date fixed for the meeting.
- Quorum.
A number of members of anybody which are sufficient to conduct meeting is a called a quorum. The quorum for the meeting of the shareholders of the company is laid down in the ordinance. The quorum for the meeting of the shareholders of the company, unless the articles provide for a large number is 10.
- Chairman.
The chairman of the board of directors shall preside at every general meeting of the company. If the chairman is not present within 15minuts after the time appointed for holding the meeting, then any one of the director present may be elected to be the chairman
- Adjournment of meeting:
The chairman can adjourn the meeting if;
- the quorum is not complete within 30 minutes of the time given for meeting
- The articles give power to chairman and the members to decide to adjourn the meeting.
- Conduct of business:
The notice of the meeting along with agenda to be discussed is sent to the directors. The directors examine the agenda and come prepared with their views on the business to be transacted in the meeting.
- Voting and poll:
The companies ordinance provides under section 160(4) that in case of a company having a share capital, every member shall have votes proportionate to the paid up values of the shares or other securities carrying voting rights held by him according to the entitlement of the class of such shares or securities as the case may be.
In the case of a company limited by guarantee and having no share capital. Every member thereof shall have one vote. The voting is allowed either by show of hands or by balloting by the members, if demanded.
- Voting by proxies.
A member can cast his vote by proxy. Section 161(1) of ordinance provides that any member of a company entitled to attend and vote at a meeting of the company shall be appointed to appoint another person as his proxy to attend and vote instead of him and a proxy so appointed shall have such right as speaking and voting at the meeting as are available to a member.
- Minutes of the meeting
The company is required to have an accurate summary of the minutes of the meeting.
- Resolution:
Resolution is a motion which is considered by the members and passed by a simple majority of votes of the members. The following types of resolutions can be passed by the company
(a). ordinary resolution
(b). special resolution
(c). Resolution requiring special notice
