The passing of resolutions bv oil culation, however, does not dispense with the statutory requirement of holding Board rr.eetingj at least once hi every three months Where a resolution is passed bv circulation h should by posted in the IVlimltes Book and at the next Board meeting a miltuta niay lye recorded North reference to the resohltion passed by circulation
-However, under Sec: 292 of the Act. resolutions cannot be passed by circulation on certain matters, viz. ma calls on shares, issue of iebemures. borrowing of money, investing funds of the company. etc. For such n!atiers, resohttions have to be passed in duly constituted Board meeting
DfrNFTiNG OF RESOLUTiONS
A resolution should be in NYritiUg and should be caretitlly drab. d. !.e exactwordingoftberesolutionis important as a good dea!may dcpeno cn t e precise terms of the resolution. It must he drifted in a language vvl;ic'; is loci i and free from am'oig city It must precisely convey the desired meaning so as to secure the objects intended. If the resohltion is to be passed pursna it to an. provision of the Compauries Act or the Articles of the company, tile rely It section of the Act or the regulation of the Arbcles should he .nentioned
ecret.nia! Dudes. The secretary of a com.p.7ny has an important ro] -. at on!y .' it7. reg.md to drafting of resolutions to be proposed by the company but also N' it. regard to circulation. and filing of such resolutions, vvl7ere necessar . Some of We important duties of the secretary are enumerated t iC'ii':
7 . To Bat :' 17i dilated resolutions - o be 1l 'Don't at Board meetings in consul.ation with the Clta.rrnan.
a'. To draft resolutions to be moved at annual or extraordinary general meeting in consultation with the Chairrnan and directors and to get it approved at a Board me t.ng along with the notice of tlie meeli7ig. 1 :
3 To see that the intention to propose a resolution as a 'special resolution is duly mentioned in the notice of the general n.eeting where the resohtion is to be Proposed.
4. hi case of resolutions requiring special notice, to see thatthenotice of intention to clove an ordinary or speclal,resolnhon, received : front the member concerned, is in order and to arrange lo issue notice of the resolution to men bars at least seven days before the meeting. :
5. To see that the resohltion requiring roe istl ation under Sec. 192 of the Act, along with the explanatory statement if any, is printed :: nil duly certified by an of ricer of the conupanv and filch N7 till the Registra. w ithin 30 days of its passing.
6 7.Vhere the Anicles ofthe companya.e registered, to see that every 7escl.nion which alters the A7ticles is embodied in or aanrxed to eN cry copy of the Articles Where the Articles are not ;-c.ster -d. to forward a printed copy of such resolution to arN- me nber on request and on payment of the requisite ciiaige.
7 To see that tile requisition received in regard to ircu7abon of .ne7nberi' resolution or statement s duly sigr cd by the required a!!-! be- of members as per Sec. 7it7r or the Act ar.d is deposited at the registered erp office, along with the atnc .nt r quired to cover the expenses of 27c CO,711 '.7''., not less t:731 6 weeks or weeks, as the case may Be before the meeting if satisfied, to circulate such
. It must be affirmative and begin v itb the ord . : constructed in such a way that it can be formallN- adopted a. a In- wjthollt any significant alteration, by just adding the n of d -R.-c N _ I
6. It must be fonnaily proposed by one at the meeting an i ,e_c= i - . another