Why do we need board minutes? Board minutes are needed for both legal and practical reasons. Under the Companies Act 2006, every company is required to take minutes of all proceedings of its directors, which must then be retained for 10 years from the date of the meeting.
The following are the list of matters which are to be passed only at a duly convened Board meeting and not by circulation:
- Noting minutes of Meetings of Audit Committee and other Committees.
- Approving financial statements and the Board's Report.
In practice, you will need at least one board meeting annually to approve the annual accounts.
The current position. Section 249D of the Corporations Act now provides that the directors of a company must call and arrange to hold a general meeting on the request of members with at least 5% of the votes that may be cast at the general meeting.
If at any time the number of Directors required to form a Quorum are not within India, any Director or any two Members of the company may call an Extra- Ordinary General Meeting in the same manner, as nearly as possible, as that in which such a Meeting may be called by the Board [Regulation 43(ii) of Table F of
While most corporate bylaws, and state laws, require that an organization's directors meet at least annually, this leaves a lot of discretion for nonprofits seeking guidance on how often their boards should meet.
Most boards adhere to a standard board meeting procedure along the following lines:
- Call to order.
- Approve agenda.
- Consent agenda.
- Approve prior meeting minutes.
- Executive Director summary.
- Financial reports.
- Committee reports.
- Unfinished business.
An extraordinary general meeting can be called by either a:
- committee member (if approved by the majority of voting committee members)
- written request signed by at least 25% of lot owners or their representatives.
- person authorised by an adjudicator's order.
Special meetings, sometimes referred to as called meetings, are held when your group needs to take up business that requires urgent attention and can't wait until the next regular meeting. The notice for a special meeting must set forth every issue the meeting will address.
Here's a video on how to run a meeting. Regular Meetings are held on a routine day and time. Special Meetings are held to deal with specific business so urgent it cannot wait till the next regularly scheduled meeting. The Brown Act requires that Special Meeting agendas be posted 24 hours in advance.
an emergency meeting: a discussion which happens with little warning or planning in a time of crisis.
A General Meeting needs to be called by the Executive Committee. Whilst an owner can simply request this, the Executive Committee can choose to ignore such a request if the request comes from a single owner (unless they make up 25% or more of the unit entitlements).
An extraordinary general meeting (“EGM”) is a meeting of shareholders other than the company's annual general meeting. Under section 310 of the Companies Act 2016 (“the Act”), an EGM may be convened by either the board of directors or the shareholders.
Minutes of meeting is an official record of the proceedings of a meeting. Minutes help in understanding the deliberations and decisions taken at the Meeting. There is no restriction format or language for recording Minutes of meeting.
A shareholder or group of shareholders representing at least 5% of voting rights can request the directors of the company to call a general meeting (section 303, Companies Act 2006). A shareholder cannot ask a court or government body to call or intervene in a general meeting.
“Special meetings” are unscheduled meetings called from time to time by the Board for a specific purpose. Special meetings usually address issues that need immediate attention or that need more time and discussion than can be handled in routine Board or annual meetings.
The chairman can be appointed by the presiding officer of the assembly or can be elected by the committee. If for any reason the chairman won't call a committee meeting, two members can call the committee meeting.
Often (including for start-ups and SMEs with the default model articles of association) the articles say that any director can call a board meeting at any time, or instruct any company secretary to call one.
Any Director, including an Independent Director, of the company may, at any time, summon a Meeting of the Board unless otherwise provided in the Articles. The Company Secretary or in his absence, any other person authorised by the Board, should then proceed to convene the Meeting.
5 tips for opening a board meeting:
- Allow time for members to get settled and focused.
- Provide a way for members to share what's weighing on their minds.
- Include time for socializing.
- Clarify each person's specific role for the meeting.
- Take time to formally review and approve the agenda.
Approving MinutesThe Chair should ask: “Are there any corrections to the minutes?” After all corrections have been offered, the Chair then asks: “Are there any further corrections?” If none are offered, then the Chair states: “There being no further corrections, the minutes stand approved as read [or as corrected].”
If a director does not attend board meetings, the director may be in breach of their statutory and fiduciary duties. See Attendance and attendees in Practice Note: Directors' decision-making—convening board meetings.
Board Meetings rarely last all day unless some major event is being considered such as an acquisition. For a normal Board Meeting plan on a minimum of 1 1/2 to 2 hours, more typically 3 to 4 hours.
What Do You Say When Adjourning a Meeting (Examples)
- “I declare the meeting adjourned.”
- I move to adjourn the meeting and, hearing no objection, I declare the meeting adjourned.”
- “The meeting is adjourned at [TIME].”
- “If there is no objection, we will now adjourn the meeting.
Granting loans or giving guarantee or providing security in respect of loans. Making political contributions. Making calls on shareholders in respect of money unpaid on their shares. Approving Remuneration of Managing Director, Whole-time Director and Manager.
The quorum for a board meeting must be 1/3rd of the total number of directors or 2 directors whichever is the higher number. Therefore in case, there are only three directors in a company, then at least two must be present even though 1/3rd would entail that only one director needs to be present.
Use Video Conferencing Tools.It is possible to host a virtual board meeting without using video. However, your meetings will be much more successful and interactive with video conferencing tools.
-Section 173 of the Act deals with Meetings of the Board and Section 174 deals with quorum. -The Act provides that the first Board meeting should be held within thirty days of the date of incorporation.
As per the provisions of section 173(2), there is no limitation on the number of directors that must be present during the meeting. Hence, all directors may attend the board meeting through video conferencing.
What is a Quorum in a Virtual Meeting? We suggest using simple language such as “A majority of the directors in attendance, whether in person or remotely, of the board of directors or on a subcommittee of a committee shall constitute a quorum.”
As per provisions of Section 173(3) of the Companies Act, 2013, the board shall be called by giving not less than seven days' notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means, provided that a meeting of the
Minutes that capture the purpose of the meeting and its agreed outcomes are a record that can be referred back to and can be used for follow-up purposes. Effective meeting minutes are clear and to the point, but at the same time, they do not leave out important information.
Irrespective of any day or time Board Meeting can be called. As Companies Act 2013 and Secretarial Standard 1, Board meeting can be held on any day even on Sunday which should not be a national holiday.
