Every group member has some specific rights and duties. One of those most important rights of the member is to know when are the meetings going to organize. This is useful in deciding whether the member can or should attend those meetings. Notice or the waivers of notice is the written documentation which proves that the members get enough notice to make that decision. Sending board meeting notice is necessary for every organization. They might also act as a legal requirement for public bodies. It does not matter how the board meeting notice is going to reach the public. It should include specific information so that the notice is clear.

The format of a Regular Board Meeting Notice

7-day notice in writing is required for a Board meeting. The board meeting notice process is a little bit different from the regular and special meetings. The responsible person should give enough time to the members so that they can have time to arrange their schedules to attend the meeting if they choose. Notice of the regular meeting includes all details regarding time, date, and location and sign by the authorized person.

For example, Regular meetings will be held on every 1st day of the month, at 10:00 a.m., at the Conference Hall. In the case of Informal groups, you can give notice by making a simple statement about the date, time, location, and purpose of the next regular meeting. These board meetings help to eliminate miscommunication problems. Notice can be in written form or electronic form. It depends on the member’s convenience and how quickly the information can reach them.

The format of a Special Board Meeting Notice

There are some urgent cases and special matters due to which a special meeting is called. Special meetings always require previous notice. The reason for calling a special meeting can be:

  • Any urgent issue needs to solve before the next regular meeting
  • There is a proposal to amend the law
  • Adopting or amending special rules of order
  • Amending or rescinding something that was previously adopted

Special meeting notices should include all of the agenda items. Also, specify the date, time, and location of the meeting. However, Items that are not stated on the previous notice should not be conducted at the special meeting. Items are not conducted at the special meeting if that is not stated in the previous notice.

The provision relating to the Board Meeting

BOD can decide in a board meeting or by the way of circular resolution. Board meetings can be held in different ways, either in any physical location or through video conferencing. As per the Companies Act 2013, MCA allows holding board meetings through video conferencing. The following points should consider this:-

  • It is valid as a physical board meeting.
  • It is optional.
  • Disclosure in the notice of a meeting is required that it is a conference meeting.
  • Teleconferencing is allowed subject to the presence of a director will not be considered which means it will be treated as good as a director is not attending the meeting.
  • The place of the meeting will be considered as a place of chairman & secretary.
    Summary of board meeting – video recording will require to keep for one year.
  • This meeting will be counted in several board meetings required as per the Companies Act.

Provision for a Director to Attend the Board Meeting

All directors must attend the board meeting. In case, if any director (without obtaining leave of absence) fails to attend 3 consecutive board meetings or all meetings within 3 months whichever is later. Then it will be treated as automatic cessation that means he will not be considered as the director of the company anymore.

Day, date, time & place of the Board Meeting

There is no direct provision relating today, date, time & place of the board meeting in the companies act and Table- A. But the company can make provision in its Article of Association (AoA). Normally this kind of provision is not made in AOA. There is one provision relating to this in the special case that is original board meeting is adjourned due to lack of quorum, this meeting will automatically go to next week, same day (if holiday then next working day), same time and place. (NOTE- it should be considered that the original board meeting can be on holiday but the adjourned meeting cannot. An adjourned meeting can be on holiday if it is not because of a lack of quorum)

Place of the board meeting

There is no direct provision relating to the place of a board meeting in the companies act but an indirect provision is there that register of contract which is required to maintain at the registered office of the company and this should be signed by the director in board meeting so it is implied that is should be held at the registered office. As per MCA circular board meetings can be held anywhere because MCA has clarified that for limited purpose register can take any place by giving notice, notice can be given to a member or it placed on notice board.

Notice:- Penalty for failure to give notice:- Every officer of the company whose duty is to give notice under this section and fails to do so, shall be liable to a penalty of rs. 25,000.

Related Topic: The Companies Amendment Rules, 2018 (Meetings of Board and its Powers)

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