Board Meeting Notice- Dos and Don'ts

Written not oral
Notice of a Board Meeting has to be given in writing. It cannot be oral.

To whom and How
Notice of every Meeting shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means.

Where a Director specifies a particular means of delivery of Notice, the Notice shall be given to him by such means. 

Where
The Notice shall be sent to the postal address or e-mail address, registered by the Director with the company or in the absence of such details or any change thereto, any of such addresses appearing in the Director Identification Number (DIN) registration of the Director.

Who will issue
The Notice has to be issued and signed by either the Company Secretary of the Company, or where there is no Company Secretary, any Director or any other person authorised by the Board for this purpose.

When to issue
The Notice of a Board Meeting has to be given even if Meetings are held on pre-determined dates or at pre-determined intervals.

Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.

Shorter Notice:
To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above, if at least one Independent Director, if any, shall be
present at such Meeting.
In such cases, the company may choose an expedient mode of sending Notice.

Contents
The Notice shall specify the serial number, day, date, time and full address of the venue of the Meeting.

The Notice shall inform the Directors about the option available to them to participate through Electronic Mode and provide them all the necessary information if such an option is made available.

The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be given to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.

Each item of business requiring approval at the Meeting shall be supported by a note setting out the details of the proposal, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal and the nature of concern or interest, if any, of any Director in the proposal, which the Director had earlier disclosed.

Each item of business to be taken up at the Meeting shall be serially numbered in the Agenda to the Notice.

Any item not included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting.