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Tuesday, January 8, 2008

State the provisions relating

Where minutes of proceedings of any Board meeting have been properly kept,
until the contrary is proved:
(i) the meeting shall be deemed to have been duly called and held;
(ii) all proceedings thereat to have duly taken place;
(iii) all appointments of Directors made at the meeting shall be deemed to be
valid (Section 195).
State the provisions relating to signing of minutes of a Board meeting.
Explain the duties of a company secretary in connection with Board meetings.
Duties of Company Secretary with respect to Board Meetings
The Secretary plays an important role in the holding of Board meetings. As the principal officer of the company, he must ensure that every Board meeting is properly convened and duly constituted and that the provisions of the Act, Articles and standing orders are complied with in the conduct of these meetings. The principal duties of the Secretary relating to Board meetings may be outlined as follows:
Before the Meeting.
(I) If the date, time and place of the Board meeting have not been fixed by the preceding meeting, to fix the same in consultation with the Chairman of the Board.
(2) To prepare the agenda in consultation with the chairman or as directed by the authority convening Board meetings. In the absence of such provision, to ‘prepare and issue notice of the meeting as per directions of the Chairman or the Board. Also to ensure that the length of the notice is as per Articles.
(3) To send notice of the meeting alongwith the agenda to all Directors in India and at the usual addresses in India of all directors not in India.
(4) To receive resolutions from Directors proposed to be discussed at the meeting and circulate them among other Directors.
(5) To issue invitation letters to Solicitors, Auditors, etc., who are required to attend the meeting by special invitation.
(6) To prepare and keep in readiness statements and reports regarding the company’s trading activities, documents including cheques, contracts, transfer instruments, etc., for sealing and signatures, and other materials likely to be required at the meeting.
(7) To keep ready the Bank pass book and certificate of cash balances, the Minutes Book of Board Meetings, indexed copies of Memorandum and Articles, the company’s seal, etc.
(8) To arrange for the seating arrangement, stationery and other equipment necessary for holding the meeting.

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