Most of the powers of the directors are exercised in the meetings of the board of directors. The meetings are where the Board discusses the affairs of the company and also exercises its authority.
Conduct of meetings in a proper manner is important for the proper functioning of the company. Following are the provisions of the Companies Act regarding conduct of board’s meetings:
(1) Frequency of Board Meeting:
In the case of every company, a meeting of its Board of directors must be held at least once in every 3 months and at least 4 such meetings shall be held every year (Sec. 285).
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(2) Notice of Board Meeting:
Notice of every meeting of the Board of directors of a company shall be given in writing to every director for the time being in India, at his usual address in India. Notice must be given even to a director who has waived his right to notice or who has stated that he was unable to attend. Notice should also be given to an interested director.
(3) Place of Board Meeting:
Subject to the provisions of the Articles, the meetings of the Board can be held at any place other than the registered office of the company. Meetings may be held even on public holidays.
(4) Quorum for Board’s Meetings:
Quorum means the minimum number of directors who are authorised to act and transact business as a Board. The quorum for a board meeting is one-third of the total number of directors in office or two directors, whichever is more.
Directors, who are interested in the contract, are not counted in determining the presence of the quorum except in the case of a private company. If all the directors are interested except one, there can be no quorum and therefore no meeting.
Where two or more directors are interested in a contract, any arrangement by which the resolution is spilt to enable a director to abstain from voting on the part in which he is interested would not be permissible.
The situation can be overcome either by appointing additional directors so as to constitute quorum or by placing the matter before the general meeting of the shareholders for decision.
In those cases, where the number of interested directors is two-third or more of the total strength of the Board, the remaining number of uninterested directors or two directors whichever is more, shall form the quorum for transacting such a business. Directors are not allowed to send their proxies to attend and vote for them in the meetings.
Meeting of the Board of directors in the absence of quorum, unless otherwise provided in the Articles, shall be adjourned until the same day in the next week, at the same time and place. In case that day is a public holiday it shall be held on the next succeeding day which is not a public holiday.
(5) Chairman of the Board:
The Board may elect a chairman of its meetings and determine the period for which he is to hold office. If no such chairman is elected or if at any meeting the chairman is not present within 15 minutes after the time appointed for holding the meeting, the directors present may choose one of them to be chairman of the meeting.
(6) Minutes of the Board Meeting:
It is not necessary that the minutes of any meeting of the Board be confirmed in the next meeting. Such minutes may be signed by the chairman of the meeting at any time before the next meeting is held. The question of postponing action on the resolution already passed by the board for want of such confirmation would not arise.
Once the minutes have been confirmed or approved by the chairman of the meeting concerned, it will not be possible to have any alteration in the minutes except by a fresh resolution of the meeting of the board. Since minutes have to be recorded and not signed within 30 days, they may be confirmed by the chairman of the subsequent meeting.