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Board Meeting Without Company Secretary In Hillsborough
State:
Multi-State
County:
Hillsborough
Control #:
US-0020-CR
Format:
Word;
Rich Text
Instant download
Description
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FAQ
Unless a company's articles of association say otherwise, having a company secretary is optional for a private company, provided they were formed before 2008. Even if your articles say you must have one, your shareholders can always vote to remove this provision if you feel you no longer need one.
Simply put, no. As set out in 'the Model articles of association for private companies limited by shares', directors may appoint a chairperson if they wish. However, it is not obligatory.
In the absence of the Chair, the Vice-Chair shall preside and exercise all the powers and duties of the Chair. If there is a quorum present, and both the Chair and the Vice-Chair are absent, the Board Members present may agree upon a Board Member to preside and serve as temporary Chair.
The company secretary's main responsibilities include preparing for and attending meetings. The preparation for meetings typically begins about six weeks in advance.
The chair (or chairperson) is essential to the smooth running and effectiveness of a board of directors. Since the chair represents the company to the outside world and determines the order of the board agenda, this role requires excellent leadership and communication skills.
Decision-making by directors Decisions are usually taken either by passing resolutions at a board meeting or by passing a written resolution. Although a sole director may be able to hold a board meeting, in practice, a sole director would usually make decisions by passing written resolutions.
If the CEO is not also a board member, it is normal for them to attend most board meetings to report on progress, however from time to time it may be appropriate for board meetings to be held without the CEO.
Article 12(1) of the Model Articles of Association merely says that the directors may appoint a director to chair their meetings, and there is nothing in the Companies Act that forces a private company to appoint a chair of the board. And yet it may be a good idea for a host of reasons.
Section 270 of the Companies Act 2006 states that “a private company is not required to have a secretary.” That is unless the articles explicitly state that a secretary must be appointed. Any duties that would require a secretary's authorisation may be delegated to a director or a person authorised by the director(s).
6.2 Minutes of a General Meeting should be signed and dated by the Chairman of the meeting or in the event of death or inability of the Chairman, by any director duly authorized by the Board for the purpose, within thirty days of the General Meeting.
