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Understanding The Board Of Director's Meeting

Aug 17, 2007
Once a corporation is formed, it must form a board of directors. The number of directors varies from state to state, but a minimum of one director is essential. After the incorporation of the company, it is the board of directors, which organizes the company by laying out the rules. They adopt bylaws drafted by the company's attorneys. The board of directors makes provisions for shareholders' conduct, establish committees, delegates titles and duties to officers, decides upon the issuance and cancellation of stock certificates, declares the amount and types of dividends, establishes bank accounts and a fiscal year, and adopts a corporate seal. At regularly held meetings they discuss whether to hire brokers, attorneys or accountants, discuss strategies when facing litigation, renew contracts, make new contracts, terminate specific contracts, terminate or hire employees, terminate or make leases and decide if the company needs to file for bankruptcy.

The Board of Directors decides on the chairman of the board from the board of directors, appoints an officer to act as a secretary, and maintains minutes of all the meetings. The board's duty is to establish business policies and to approve contracts or reject them. The board may elect a president. The officers, who have been appointed to carry out the day-to-day operations of the company and the various employees, are under the supervision and directions of the board of directors. For any decision to be valid, the board of directors must act collectively and cast votes. The board must meet regularly and organize special meetings between regular meetings in case of emergencies. The board members have a fiduciary duty towards the company and its shareholders. They must make the right choices and adapt the right strategies to ensure the growth of the company. The board needs to discuss the pros and cons and cast votes among its directors in order to pass a resolution. The board must meet no less than five times a year.

The chairman and the Chief Executive Officer (CEO) prepare a schedule of the meetings to be held and the agendas to be discussed in these meetings, issue the schedule at the beginning of the new fiscal year, and send these schedules well before each meeting. Any director may suggest resolutions for discussion. The briefing material provided to the directors about each resolution should be informative to ensure the directors make an informed decision each time they cast their votes.

Numerous software packages available online have made it a relatively easy task to file all the documents and the minutes of these board meetings. The board of directors must maintain these records and the software makes the process easier for everyone involved.
About the Author
David Gass is President of Business Credit Services, Inc. His company publishes a free weekly e-newsletter on Small Business Consulting at their web site http://www.smallbusinessconsulting.com
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