The Chairman of Directors presides over the board of directors meeting. The shareholders and directors appoint this chairman. It is this chairman, who calls the meeting of the board of directors. The chairman calls the meeting to discuss those things, which need attention. The chairman sends prior notice of the meeting to the participants about the day, time, and venue of the meeting.
Initiating A Board Of Directors Meeting
Below is a list of formalities that must be observed at a Board Meeting.
1. The chairman must compile a comprehensive list of participants in the meeting. All the participants must be carefully noted to avoid leaving anyone out of the meeting.
2. The chairman must issue a notice of the meeting to all the participants containing the venue, the time, and a brief agenda of the meeting. The participants in the meeting should make a courtesy call reconfirming their intent to be present at the meeting.
3. The chairman must formulate and circulate a detailed agenda of the meeting among the participants, giving them a brief summary of what is expected for the meeting
4. The chairman must make referrals about the agenda and the minutes of the meeting. This helps the board obtain a more comprehensive view of the situation at hand and facilitate decisions
5. The presence of the quorum is the most important part of the meeting’s status. The meeting is official and authoritative only when it has the quorum. Otherwise, no decision taken in the meeting is binding.
Features Of A Board Meeting
The board undertakes action on subjects or agendas with shareholder voting. The board pursues only the subjects or agendas passed with a desired majority. These subjects or agendas are known as resolutions and usually require a majority of the shareholders’ votes to pass. However there are resolutions that need the majority of the members of the Board of Directors, not the shareholders.
The board appoints different committees, which officiate and take actions reserved for the board. Generally these executive committees consist of at least one of the directors. There are exceptions as to the authority of these executive committees on a few subjects, which are listed below.
1. The introduction of any change or amendment of the articles of incorporation.
2. Decisions regarding merger or consolidation.
3. Decisions directing the members to sell, lease, or exchange all or some of the corporation’s properties and assets.
4. Decisions regarding the dissolution of the corporation or the revocation of dissolution.
5. The initiation of any change or amendment in the bylaws of the corporation.
6. Appointments to fill the vacancies in the board.
7. Monetary compensation of the Directors for serving on the Board or on a committee.
8. Adjournment or cancellation of stock or termination of membership
The documentation of the minutes and other formalities are a cumbersome job. To make the process easier, several websites have designed software packages that take care of all these things.
David Gass is President of Business Credit Services, Inc. His company publishes a free weekly e-newsletter on Small Business Consulting at their
web site http://www.smallbusinessconsulting.com