The constitution of the company may specify the method for convening a Board meeting. A meeting of directors is required to be called by issuing notice to every director of the company. There has to be proper quorum of directors for a meeting to be called a valid meeting. The quorum required for a meeting is usually specified in the constitution. A meeting may be held by using other forms of technology like teleconferencing if permitted by the constitution of the company and consented by all the directors of the company.
Minutes must be taken for all directors’ meetings. The chairman of the meeting must sign the minutes and the minutes should be maintained by the company along with other Registers of the company.
Resolutions by the directors of a company may be passed by circulation if permitted by the constitution of the company. The document containing the resolution is required to be circulated to each director and each director has to sign the document. The document must be signed by all directors and the resolution is passed on the date when the last director signs the document.
What are important things to be kept in mind for holding a meeting of directors?
• Directors should call a meeting by giving notice of the proposed meeting to every other director.
• A proper quorum is essential for a valid directors’ meeting.
• Minutes of a directors’ meeting must be recorded and signed by the Chairman of the meeting.
• A directors’ resolution may be passed by a circular resolution provided each director signs the document containing the resolution or a copy of that document, if permitted by the constitution of the company.