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Board Meeting of a Private Company

What is Board Meetings?

A board meeting is a formal periodic gathering of a board of directors to review performance, consider policy issues, address major problems and perform the legal business of the board. Presided over by a chairperson of the organization, the quorum, rules, and responsibilities for board meetings will be documented in the organization’s operating agreements and may need to meet government requirements.

Meetings of Board

Every company shall hold its first board meeting within 30 days from the date of incorporation. A minimum of four meetings shall be held every year and the gap between two such meetings shall not be more than 120 days.

In the case of small companies or one person company, at least two meetings must be conducted, one in each half of the financial year. Additionally, the gap between the two meetings must be at least 90 days.

Notice of Board Meeting

The notice of Board Meeting refers to a document that is sent to all directors of the company. This document informs the members about the venue, date, time, and agenda of the meeting.

Every board meeting shall be held by giving at least seven days notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means.

Quorum for the Board Meeting

The quorum for the Board Meeting refers to the minimum number of members of the Board to conduct a valid Board Meeting. According to Section 174 of Companies Act, 2013, the minimum number of members of the board required for a meeting is 1/3rd of a total number of directors.

So, the quorum for meeting of Board of Directors of a company shall be one third of the total strength or two directors, whichever is higher. But in case of section 8 company, quorum shall be eight members or 25 percent of total strength whichever is less. Provided that the quorum in case of section 8 company shall not be less than two members.

If due to resignation or removal, if the number of directors falls below the required quorum, then the remaining directors shall first appoint more directors to meet the quorum and then carry the business. For determining quorum, directors’ present through video conferencing or audio visual mode shall also be counted.

If the meeting is adjourned for the want of quorum, it shall be held in the next week at the same time and place unless anything contrary is provided in the articles. If the adjourned meeting falls on a national holiday, then it shall be held on the next day at the same time and place.

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Note: This Post was last updated on January 18, 2023

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