Proper Authority to Call Meeting.

Proper Authority to Call Meeting. It must be ensured that the notice for the Board meeting is issued by proper authority. Regulation 73(2) of Table A provides that a Director shall, at any time, summon a meeting of the Board.

A meeting convened by the Secretary, without authority, may be ratified by the Directors at a Board meeting.

Notice-Whom to be given? The notice of the Board meeting must be given to every Director. If Director is improperly or accidentally excluded from a meeting of the Board, he may sue for declaration of the entire proceedings of the meeting as invalid. However,

if no notice is given as required, but all the Directors are either present or those who are absent do not complain about non-service of notice, then the proceedings of the meeting will not be invalid [Bharat Fire & General Insurance Co. Ltd. v. P.P. Gupta, A.I.R. 1968 Del. 68]. Also, if the proceedings of the meeting are subsequently ratified by another meeting of the Board where the absent Directors of the previous meeting are present, then, the proceedings of the earlier meeting is not vitiated.. ,

Contents. The notice of the Board meeting must state the date, time and pIace of the meeting.

Unless the Articles otherwise provide, the nature of the business to be transacted

need not be specified. However, a copy of the Agenda is usually sent along with the notice.

Time and Place of Board Meetings. The notice must state the date, time and place of the meeting.

Unlike the provisions of the Act regarding annual meetings, there is no provision in the Act specifying that Board meetings must be held at the registered office of the company r during business hours and on a day which is not a public holiday. Thus, Board meetings may be held at any place and outside business hours according to the convenience of the Directors.