The decision of a Board Meeting will not be considered valid unless it is properly convened and duly constituted. That means it must be convened by the proper au tharitv by a proper notice. the proper person must be i n chairs and the requisite quorum mast be present. The mlcs regarding the Imldir g lad conduct of Board Meetings are laid down by- the Act and the Aricles. The Cornpanics Act also allows the Board to fran!e its m.vn miss and regnlatict s Known as Standing Orders) for the conduct of Board meetings v here the act and the an! c yes are silent
NOTICE OF THE MEETiNG
Thc Cmhpanies Act requires that notice of everv Bcar i r e -fig mast be given in writing to every director who is present i .1 :ai - ris usual
254 'S SECRErARIAL Of At T!CE
COMPANY MEETiNGS 265
Normaliy all decisions arc takeri by the Board by passing at fhe Board meeting But if it Is not possible to hoid:a r30iird Meeting for some reason, the Articles usually enld lo pass among directors. Howev:e accurdin to the Act, no such: rcsol-ation will be deemed to have been passed by the Board unless (at the rest hitir,n has been cirrulr tar'
S: SECRETARIAL PRACTICE
rb. be co llpdlly in general fleet ng (Sec. 291).
Thus. the usual powers whic can be exercised bN the Board b i past resolutions at Board meetings include: (a) Determination of management policy, trading policy. ete
ppointment. promotion and dismissal of staff. (c) issue of shares and d Se n I!! res. (A Allotment of shares. (e) Calls on shares fJ) Forfciture and of shares fg) Transfer and transmission of shares. (h) ConveDing meetings of shareholders (i) Disposal of profits and determination
rite light to se power fmder ha) and (a) above ca u at be delegated by the Board to any Cormnittee or cxecntive of tire However the right to exercise the other three powers. mentioned above can be delegated i v the Board to an f ommittee of file managing director or any other principal of leer by a resolution passed at a Boar I meeting on conditions as the Boarl may de