How is a board meeting held?
A board meeting is a meeting of the directors called with at least seven days’ notice, with a quorum of one-third of the total strength or two directors, whichever is higher. A company holds at least four such meetings in a year, with not more than 120 days between two meetings. The first meeting is held within 30 days of incorporation.
How many meetings are held?
Four is the ordinary rule. A small company, a one person company, a dormant company, and a private company that is a start-up may instead hold one meeting in each half of the calendar year, with at least 90 days between them. A section 8 company may hold at least one board meeting in every six calendar months. A small company has paid-up capital up to ₹4 crore and turnover up to ₹40 crore. That shorter calendar is also on the small company page and the annual compliances page.
What notice is required?
Section 173(3) requires seven days’ written notice to every director at the address registered with the company, by hand, post, or electronic means. The notice states the day, time, and place, and the business. Shorter notice is only for urgent business. If the company has an independent director, at least one is present, or the decision is ratified by at least one independent director. The articles do not replace the seven days.
What is the quorum?
Section 174: one-third of the total strength or two directors, whichever is higher. A director may attend in person or by video conference, and that attendance counts. A director interested in an item is not counted for that item. If the number falls below the quorum, the item is not decided.
What is written down?
The names of the directors present, the items, and the decisions, in minutes under section 118. The minutes page covers how they are signed and kept. A resolution that the Act requires to be filed, such as a special resolution of the members, is a different meeting. The board does not replace a general meeting.
Frequently asked questions
Four questions cover four meetings, the articles, an interested director, and a one person company.
Does every company hold four board meetings?
A company holds at least four, with not more than 120 days between them. A small company, a one person company, a dormant company, and a private company that is a start-up may hold one meeting in each half of the calendar year, with at least 90 days between them.
Is the notice period whatever the articles say?
No. Section 173(3) requires at least seven days. The articles cannot shorten that, except the urgent-business rule in the section.
Can an interested director be counted in the quorum?
Not for the item in which that director is interested. The remaining directors must still meet the quorum for that item.
Does a one person company with one director hold a board meeting?
Where there is only one director, section 122 lets that director record the decision in the minute book, signed and dated. A board of more than one director meets.
Sources
Frequency and notice are section 173. Quorum is section 174. Minutes are section 118.