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Board Meeting Without Company Secretary In Salt Lake
State:
Multi-State
County:
Salt Lake
Control #:
US-0020-CR
Format:
Word;
Rich Text
Instant download
Description
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FAQ
Is the board secretary a board member? Yes, a board secretary is, first and foremost, a member of the board. Secretaries fulfill their administrative duties on top of their role responsibilities and can become the chair just as any other member.
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.
Essentially, the meeting protocol is a template workflow from calling the meeting to signing off the minutes from the previous meeting. The technical details that must be met to ensure the board can make its decisions. This could be the minimum number of members required for a quorum or the type of majority needed.
It is a good practice for each board meeting to include an in camera or executive session where board members can meet privately, without the CEO present. In camera is simply Latin for “in chamber” or private. These sessions provide the board the opportunity to have candid discussions without non-board members present.
The company secretary's main responsibilities include preparing for and attending meetings. The preparation for meetings typically begins about six weeks in advance.
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.
On balance, the arguments in favour of attendance are stronger, and most companies encourage all senior executives to attend Board meetings. However, in terms of conduct at meetings, the Board meeting belongs to the Directors.
Very simply, they should say: “This meeting of the board of COMPANY is called to order at TIME AND DATE and a quorum IS/ISN'T present.” This is also the time to add in any small items like apologies, welcoming visitors, special guests or new members. For example, wishing luck to retiring directors.
“Good morning/evening, everyone! It's state the date and time, and I'd like to call the meeting of organization name to order.” The officer then addresses any items of personal or perfunctory nature. This could include welcoming new members, thanking retiring members, and welcoming visitors.
Special meetings must be authorized in the bylaws or they cannot be held. The provisions in the bylaws should state who has the authority to call special meetings (often the president -or- a stated number of members), and how much notice is required.
