Directors of the company carry out their mandate on behalf of a company through Board of directors meeting. This is true even the company has only one director. The decision or directive of the Board of directors is called resolution. It is important to record the resolution or decision on the minute. All decisions from the Board of directors cannot exceed the rules set forth in a company’s Articles of Association.
- The chairman of the Board of directors calls for a meeting to discuss issues relating to the company’s operation or to call for an Annual General Meeting.
- The company secretary then prepare the meeting agenda, board minute, proxy or other related documents to be presented before or a the board meeting.
- Formal notices to be sent out to notify each director, legal counsel or auditor to be present at the board meeting.
- The company secretary keeps track of who is coming to the meeting or who is going to be attending the meeting online. This is important because the company secretary will need to ensure that a quorum (legal requirement for a minimum members to attend) is present throughout the meeting.
- Conduct the Board meeting at designated time and follow through the agenda.
- Call for vote when necessary.
- Close the meeting.
- Draw up the final minute and save all forms of communications on file.