It is not always possible for the Board of Drrectors as Each to devote time arid energyto carry oninNestigations on different matters commented withtlle conduct if the cornpany's affairs. It is the usual practice with ihc Board to appoint small committees consisting of a few directors with expert knowledge to in7eshgate and report on venous matters and thus facilitate decision-ma work of the Board. The Articles of a company usually empower the directors to appoint such committees and delegate some of their powers to these' Comulitiees
Section 292 of the Companies Act empowers the Board of directors to delegate, by a resolution passed at a meeting powers to any committee of directors, the managing director or rnanager or any other principal erp officer of the cormpanya) to otherwise thart on debentures; A) to invest the funds of the company; and (c) to make loans to the extent specified in this section and on such conditions as the Boardanay prescribe
Some of dlese cornrnittces are entrusted N.ith work of routine nature, viz., trap sfe r of shares, rais i ng of th Lance, etc. These are usua lly of permanent nature and are called St .na'ing Committees Committees may also be poi:ited from time to time to deal with special matters of temporary duration, suck as allotment of shares. These cotnmittees are known as 4dHoc Committeesand these are wot:tid up as soon as their task is finished and they have submitted their reports to the Board ol'DiTectors.
After completing the investigations entmstrd to them, these committees submit their reports to the Board for their consideration and fmal decision The committees are entitled to adopt resolutions by circulation subject to the ame conditions as are applicable to the Board. The rules and procedure for . tag and conducting committee meetings are usually laid down by the B. ard or framed by the committees
262 ! KiG'S: SECRETAR!AL PRACTiCE
CHAIRMAN
Q. 13. Who can bathe chairman. of the meeting ? Describe the functions uf a chainnan in a meeting.
Yhe success or failure of a meeting rlepenrls on its Dirtnan.' Discuss.
Ans. Chairman of a Chairrhan' is the person who has been designated o elccfcd to preside over and condtict the procgcdings of a Sheeting Ho IS the chief
A chalrtnan is Usually a ineinber of the body over vr hi ch he is to preside He may be either appointed or design Ted beforehand as Cbanran bv the rums or elected at the mrenng itself according to Naples or custom The idle and regulations of a consthuted body usually desigr ate.{ Ch iirman to preside over the meetings of that body in the case of 8 compahy, f he . Artirles uswliy designate the Chairman of the Board of Directors to preside over the general n?cetings of *e ComPany Where the n 'es do not designate a cl . ainnan or' the designated cl airman i s'absent at the cmnmencvinem of the meeting the nireting itself elects A pi'O ''tl (tcn-.porary) ch. irman to preside over the meeting if subseqoently-lhc designates' chi inmate arrives 'the i rrporarN cbarman vacates the Claire
Appointment of Chairman. The first cln-.innan of the compav is generally named in the 4.nieles Thg Articles usually provide that the Chairrn in of the Board of Directors shall preside over the general met tir.gs of npany m addition to presiding over t oa -d meetings HONN eN er it does not mean that same person All remain chair non of the Board and preside over the Leaf i rigs of the company from year to year The Board may decide to Ch.urmari every y ear at the Board meeting held ir.uncdiafely af er the annual general meeting Regulation 51 which is incorporg.te m the Articies of most compar ies provvidcs that if tic chahman is desig; ted beforehand or the designated chairman is wit present within f Been nmmtes of the appointed thne the ineeting may elect a director or any other meinbcr as chairman off hat moo
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