Management & Administration- Part 2
Section 101. Notice of meeting.
101(1).
A company must give at least 21 clear days’ notice before holding any general meeting.
The notice can be sent either in writing or through electronic means such as email.
“Clear days” means that while counting the 21 days, both the day the notice is sent and the day of the meeting are excluded.
101(2).
A meeting may be held with shorter notice than 21 days if the members agree to it
For an Annual General Meeting (AGM), at least 95% of the members entitled to vote must give their consent in writing or electronically.
101(3)
For any general meeting other than an AGM, a company having share capital may call the meeting at shorter notice.
The consent for shorter notice must be given by members entitled to vote.
These members must together form a majority in number and hold at least 95% of the paid-up share capital carrying voting rights.
101(4).
If the company does not have share capital, then members holding at least 95% of the total voting power must give their consent for the meeting to be held on shorter notice.
101(5).
There is a clarification that if certain members are entitled to vote only on specific resolutions, their consent will be counted only for those resolutions and not for others.
101(6).
Every notice must clearly state the place, date, day, and time of the meeting, along with the business or agenda items to be discussed.
The notice must be sent to every member, their legal representative or assignee (if applicable), the auditor(s), and every director.
If there is any accidental omission or if someone does not receive the notice, the meeting and its proceedings will still be valid.
Section 102. Statement to be annexed to the notice.
102(1).
When a company sends a notice for a general meeting that includes any special business, it must also attach an explanatory statement.
This statement should clearly explain all material facts related to each such item.
It must mention the interest or concern, financial or otherwise, of every director, manager, KMP’s , and their relatives in that business item.
It should include any other relevant information needed for members to understand the purpose, scope, and impact of the proposed business.
This information is considered important so they can make an informed decision.
102(2).
Not every matter discussed at a meeting is special business.
At an Annual General Meeting (AGM), only four matters are treated as ordinary business:
(a). Considering the financial statements and related reports.
(b). Declaring dividends.
(c). Appointing directors in place of those retiring by rotation.
(d). Appointing auditors with their remuneration.
All other matters in an AGM are special business.
At any other general meeting, every item of business is considered special.
If a special business relates to another company where any promoter, director, manager, or KMP of the first company holds 2% or more of its paid-up share capital, that shareholding must also be disclosed in the statement.
102(3).
If any business item refers to a document, such as an agreement or report that members may wish to inspect, then:
The explanatory statement must mention where and when those documents are available for examination.
102(4).
If any promoter, director, manager, or KMP, or their relative, gains any benefit because of a missing or incomplete disclosure in the explanatory statement, then:
That benefit is deemed to be held in trust for the company.
The person must pay back the entire benefit to the company, apart from facing any other legal action or penalty under the Companies Act or other laws.
102(5).
If the special business being discussed relates to another company, and if any promoter, director, manager, or KMP of the company:
Holds 2% or more shares in that other company, then this shareholding interest must be clearly disclosed in the explanatory statement.
Section 103. Quorum for meetings.
103(1).
Unless the Articles of Association specify a larger number, the Companies Act prescribes the minimum number of members required for a valid quorum.
For a public company:
If members are 1,000 or fewer then: At least 5 members must be personally present.
If members are more than 1,000 but up to 5,000 then: At least 15 members must be personally present.
If members are more than 5,000 then: At least 30 members must be personally present.
For a private company, at least 2 members must be personally present to form the quorum.
Personally present means the members must attend the meeting themselves; presence through proxy or only by electronic voting does not count for quorum.
103(2).
If the required number of members is not present within 30 minutes from the scheduled start time of the meeting then:
It will be automatically adjourned to the same day in the following week, at the same time and place, or another date, time, or place as decided by the Board of Directors.
However, if the meeting was called by requisitions (members who requested the meeting under Section 100), it will be cancelled and not adjourned.
103(3).
If the meeting is adjourned or its date, time, or place is changed, the company must give at least 3 days notice to all members.
This notice may be sent individually or published in newspapers:
One in English and one in the vernacular language of the area where the company’s registered office is located.
103(4).
If, at the adjourned meeting, the quorum is still not present within 30 minutes, then:
Whoever is present at that time will be treated as the valid quorum, and the meeting may proceed accordingly.
Section 104. Chairman of meetings.
104(1).
Unless the Company’s AOA’s specify a different method, the members who are personally present at the general meeting will elect one among themselves to act as the Chairman.
This election is done by a show of hands, so each member physically present raises their hand to vote, and the person receiving the majority of raised hands becomes the Chairman.
Show of Hands is a quick, informal way to decide a one person, one vote regardless of how many shares each person holds.
104(2).
If any member demands a poll it must be conducted immediately in accordance with the provisions of the Act.
Until that poll is completed, the person chosen as Chairman by show of hands will continue to preside over the meeting temporarily.
Once the poll result is declared:
If another person is elected as Chairman through the poll, the earlier Chairman steps down.
The newly elected person becomes the Chairman for the rest of the meeting.
Section 105. Proxies.
105(1).
Any member of a company who is entitled to attend and vote at a meeting can appoint another person as a proxy to attend and vote on their behalf.
A proxy acts as a representative of the member who appointed them.
However, there are certain limitations:
A proxy cannot speak at the meeting.
A proxy cannot vote by show of hands: They can only vote when a poll is taken (i.e., when votes are counted according to shares).
Exceptions and Restrictions:
If the company has no share capital, this right to appoint a proxy does not apply, unless the company’s articles specifically allow it.
The Central Government can prescribe certain classes of companies where members cannot appoint proxies.
One person can act as a proxy for up to 50 members, and for such number of shares as may be prescribed and anything beyond that, it’s not allowed.
105(2).
Whenever a company issues a notice calling a general meeting:
If the company has share capital, or
Its articles allow voting by proxy, then the notice must clearly mention that:
A member entitled to attend and vote has the right to appoint a proxy (or more than one proxy, if allowed).
The proxy need not be a member of the company.
This statement must be printed prominently in the notice so that all members are aware of their right.
105(3).
If the company fails to include the above statement in the meeting notice,
Every officer in default (like the company secretary or director responsible) will be liable to a penalty of ₹5,000.
105(4).
If the Articles of Association require members to submit proxy forms before the meeting.
Time limit for doing so cannot be more than 48 hours before the start of the meeting.
105(5).
If a company issues invitations to its members for any meeting, and:
If those invitations ask or encourage members to appoint a specific person or one of a limited number of persons as their proxy, and:
If the cost of issuing such invitations is borne by the company, then issuing such an invitation is not permitted under law.
Any officer who issues or authorises such an invitation will be liable to a penalty of ₹50,000.
Exception:
If a member requests in writing a proxy form naming a person or asks for a list of people willing to act as proxies, then:
Providing that form or list is allowed as long as such forms or lists are equally available to all members who request them.
105(6).
The document appointing a proxy is called a proxy instrument and it must be in writing, and be signed either:
By the member themselves.
By their duly authorised attorney (someone given written authority).
If the member is a company (body corporate), the document must be sealed or signed by an authorised officer or attorney.
105(7).
If a proxy form is in the prescribed form as laid down by the government rules, then it cannot be treated as invalid.
Even if it does not comply with any additional conditions or requirements mentioned in the company’s articles.
This means the statutory form overrides any special company-level conditions.
105(8).
Every member who is entitled to vote has the right to inspect the proxies submitted to the company.
This inspection can be done during business hours.
Any time between 24 hours before the meeting and the end of the meeting.
But the member must give at least 3 days’ written notice to the company of their intention to inspect the proxy documents.
Section 106. Restriction on voting rights.
106(1).
The Articles of Association may include a clause stating that:
A member cannot exercise their voting right for any shares held in their name if:
Any call money or other sum that is currently due and payable on those shares has not been paid.
The company has exercised a lien on those shares (meaning the company has a legal right over the shares until certain debts or obligations are cleared).
106(2).
Apart from the two reasons mentioned above (unpaid dues or lien), a company cannot stop any member from voting on any other ground.
106(3).
If a poll is taken at a meeting, and if a member is entitled to more than one vote (due to holding multiple shares), or votes through a proxy or representative,
Then that person may use different votes in different ways and is not required to vote all votes uniformly.
They can: Use only some of their votes or Split their votes.
Section 107. Voting by show of hands.
107(1).
At any general meeting of a company, when a resolution (a formal decision or proposal) is put to vote, it must be decided by a show of hands, unless:
A poll is demanded under Section 109, or the voting is carried out electronically (as allowed under Section 108).
Show of hands means that each member personally present at the meeting raises their hand to indicate their vote either for or against the resolution.
Every member has one vote, regardless of the number of shares they hold.
The Chairman visually counts the raised hands and declares the result (passed or not passed).
107(2).
If the Chairman declares that a resolution is passed or not passed on a show of hands, and if this declaration is entered in the minutes book, then:
The recorded declaration is treated as conclusive evidence of the result.
Therefore, the decision cannot be challenged later merely because:
The exact number of hands raised was not counted.
Someone disagrees with the Chairman’s declaration.
As long as the Chairman’s declaration is made and properly entered in the minutes, it is legally final and binding.
Section 108. Voting through electronic means.
108(1).
The Central Government has the authority to decide (prescribe):
Which types of companies (for example, listed companies or large public companies) must provide electronic voting facilities to their members.
The manner or procedure in which this electronic voting (e-voting) must be carried out.
108(2).
If a company provides an electronic voting facility, then members are given the option to cast their votes online through a secure electronic system.
The option is given instead of attending the meeting in person or voting through a proxy.
It allows shareholders especially those who live far away or cannot attend the meeting physically to participate in company decisions easily and transparently.
108(3).
The Companies (Management and Administration) Rules, 2014, under Rule 20, give the detailed procedure.
According to these rules:
Certain classes of companies (like listed companies and companies with at least 1,000 shareholders) must provide e-voting.
The company must send the notice of the meeting to all members, explaining how to access the e-voting system.
Members can log in to the e-voting portal, view the resolutions, and cast their votes electronically within a specified time.
Votes are counted securely, and the results are presented at the meeting.
Section 109: Demand for Poll.
109(1).
A poll means a detailed, weighted voting process where each member’s vote is counted according to their shareholding.
Normally, resolutions at meetings are decided by a show of hands (each person = 1 vote).
But before or at the time the result of such voting is declared, a poll can be demanded.
A poll can be ordered in two ways:
(a). By the Chairman:
The Chairman of the meeting can decide on his own to order a poll.
He can do so if he feels that a show of hands doesn’t represent the members’ actual voting power accurately.
(b). On Demand by Members:
The Chairman must order a poll if certain members demand it.
For companies with share capital:
The demand must come from members (present personally or by proxy, where allowed) who:
Hold not less than one-tenth of the total voting power.
Hold shares on which at least ₹5 lakh (or higher, if prescribed) has been paid up.
For companies without share capital:
The demand can be made by any member(s) present personally or by proxy, having not less than one-tenth of the total voting power.
109(2).
The members who have demanded the poll can withdraw their demand at any time before the poll is actually taken.
109(3).
A poll must be taken immediately (right away) if it is demanded for either of the following:
Adjournment of the meeting.
Appointment of the Chairman of the meeting.
Because these decisions are urgent and necessary for the meeting to proceed, they can’t be delayed.
109(4).
For any other matter the poll can be taken within 48 hours from the time the demand was made.
The Chairman decides the exact time for it, as long as it is within this 48-hour window.
109(5).
When a poll is to be taken, the Chairman must appoint scrutineers’ neutral persons responsible for:
Supervising the polling process,
Counting votes, and
Reporting the result to the Chairman.
The number of scrutineers is decided by the Chairman, depending on the size and complexity of the poll.
109(6).
The Chairman has full authority to decide how the poll will be conducted:
The manner, order, and procedure as long as it is fair and follows the law.
109(7).
Once the poll is completed and the result is declared, that result is considered to be the final decision of the meeting on that resolution.
In other words, the poll result overrides the earlier show of hands, if any.
Section 110. Postal Ballot.
110(1)(a).
A company must conduct certain types of business only through a postal ballot if:
The Central Government, by notification, declares those items or types of businesses to be transacted in that manner.
So for such matters, the company cannot hold a physical meeting.
Instead, shareholders must cast their votes through the postal ballot process as prescribed.
110(1)(b).
If the business is not ordinary business, and if it is not a matter where directors or auditors have a statutory right to be heard at a meeting, then:
The company may transact such business through a postal ballot, instead of holding a general meeting.
This should be done following the prescribed rules and procedures are followed.
If a company is required to provide electronic voting under Section 108, then for such business general meeting can be conducted through electronic voting.
110(2).
When a resolution is approved by the required majority of shareholders through a postal ballot, then:
Iit is deemed to have been duly passed as if it were approved at a general meeting properly convened for that purpose.
Section 111. Circulation of members’ resolution.
In order for the shareholders can directly influence the agenda of company meetings by asking the company to:
Include their resolution in the meeting notice.
Send an explanatory statement to all other members about the matter.
111(1).
A company must, on written request by the number of members specified under Section 100 must do two things:
(a). Give notice to all members about any resolution which is proposed by the requisitionists and is proper to be discussed at the meeting.
(b). Circulate among the members any statement or explanation related to the proposed resolution or the business to be discussed at that meeting.
So, if members want a particular matter to be debated or voted upon, the company must share it with everyone else through the meeting notice.
111(2).
However, the company is not obliged to circulate the resolution or statement unless certain conditions are met:
(a).
The signed copy of the requisition (by all requisitionists) must be submitted to the registered office of the company:
At least six weeks before the meeting, if the resolution itself is to be included in the notice.
At least two weeks before the meeting, if only a statement or explanation is to be circulated.
(b).
The requisitionists must pay the company in advance.
The amount paid should be enough to cover the cost.
The cost includes printing and sending the notice or statement.
The notice or statement must be sent to all members.
If an annual general meeting (AGM) is called within six weeks after the requisition is submitted, then:
Even if it was submitted late, it will still be considered valid and the resolution will be treated as properly deposited.
111(3).
The law provides a safeguard to prevent misuse of the right to propose shareholder resolutions.
The company or any affected person can complain to the Central Government.
This can be done if the requisitionists misuse the provision, such as by spreading defamatory or malicious content.
The Central Government will examine the matter.
If satisfied that the material is meant only for needless publicity of defamatory matter,
the Central Government may pass an order to restrict or stop its circulation.
111(4).
If the Central Government passes an order under section 111(3), it may direct recovery of costs incurred by the company.
These costs relate to handling that requisition.
The costs can be recovered from the requisitionists, even if the requisitionists did not themselves apply for the order.
111(5).
If the company does not comply with the required provisions, such as:
Failing to give notice or failing to circulate the resolution.
Statement despite a valid requisition.
then the company is liable to a penalty of ₹25,000,
and every officer in default is also liable to a penalty of ₹25,000.
Section 112. Representation of President and Governors in meetings.
112(1).
If the President of India or the Governor of a State holds shares or is otherwise a member of a company,
He may appoint any person he considers fit to represent him at:
A general meeting of the company.
A meeting of any class of members.
The person so appointed shall be deemed to be a member of the company for that meeting, and shall exercise:
The same rights and powers, including the right to vote, as if the President or the Governor were personally present at the meeting.
112(2).
The person appointed by the President or Governor under 112(1) is legally treated as a member of that company for all purposes of the Act.
That means he can exercise all the same rights and powers as the President or Governor himself could have exercised as a shareholder.
This includes:
The right to attend and speak at meetings.
The right to vote.
The right to appoint a proxy.
The right to vote by postal ballot.
So, even though the President or Governor is not physically present, their voting and decision-making powers remain intact through their appointed representative.
Section 113. Representation of corporations at meeting of companies and of creditors.
113(1).
Any Body corporate (like a statutory corporation, limited liability partnership, or institution) can appoint someone to represent it at meetings.
It covers two situations:
(a). When the body corporate is a member of another company
If a company holds shares in another company, it can attend that company’s meetings (like the AGM or EGM) only through an authorised person.
To do this, its Board of Directors (or governing body) must pass a formal resolution authorising a specific person to act as its representative.
That person can then attend any meeting of the company or any meeting of a class of members (for example, preference shareholders)..
(b). When the body corporate is a creditor of another company
If a body corporate is not a shareholder but a creditor (for example, a bank or debenture-holder), it can also attend meetings of creditors.
Such meetings could be held:
Under the Companies Act.
Under rules made thereunder, or
Under any debenture trust deed or other arrangement.
To attend, the creditor company must pass a resolution of its Board or governing body authorising a person to represent it.
113(2).
Once the representative is authorised under 112(1):
He is entitled to exercise all the same rights and powers that the body corporate itself would have if it were an individual member or creditor.
These rights include:
The right to attend and speak at meetings.
The right to vote.
The right to appoint a proxy.
The right to vote by postal ballot.
Section 114. Ordinary and special resolutions.
114(1).
A resolution is treated as an ordinary resolution when the required notice under the Act has been properly given.
The votes cast in favour of the resolution whether by:
A show of hands.
Electronically.
Through a poll by members entitled to vote (including the casting vote of the Chairman, if any)
If the number of votes in favour is more than the votes cast against, then the resolution is passed.
Members may vote in person, by proxy (if permitted), or through postal ballot.
114(2).
A resolution is treated as a special resolution when three conditions are fulfilled:
(a). The notice calling the general meeting clearly states the intention to propose the resolution as a special resolution.
(b). The notice required under the Act has been duly given.
(c). The votes cast in favour of the resolution whether by show of hands, electronically, or on a poll by members entitled to vote are at least three times the number of votes cast against the resolution.
Section 115. Resolutions requiring special notice.
Some resolutions under the Companies Act or a company’s Articles of Association require special notice before they can be moved.
In such cases, members who intend to move the resolution must give prior notice to the company.
This notice must come from members holding at least 1% of the total voting power, or holding shares on which an aggregate sum up to ₹5 lakh (as prescribed) has been paid up.
After receiving this notice, the company is required to inform all its members about the proposed resolution in the manner prescribed under the Act.
Section 116. Resolutions passed at adjourned meeting.
When a resolution is passed at an adjourned meeting, it is considered to have been passed on the actual date when the resolution is approved, not on the date of the original meeting.
This rule applies to resolutions passed at an adjourned meeting of:
(a). The company itself.
(b). The holders of any specific class of shares.
(c). The Board of Directors.
Section 117. Resolutions and agreements to be filed.
117(1)..
Every company must file a copy of certain resolutions and agreements with the Registrar of Companies (ROC) within 30 days of their passing or execution.
This filing must include the explanatory statement (if any) attached to the notice under Section 102 and be done in the prescribed manner and with the prescribed fees.
If a resolution alters the Articles of Association, or if it is an agreement covered under this section, then:
A copy of that resolution or agreement must also be attached to every copy of the Articles issued after it has been passed or made.
117(2).
If a company fails to file the resolution or agreement within the 30-day period, it will be liable to a penalty of ₹10,000.
If the failure continues, there will be an additional penalty of ₹100 per day after the first day, subject to a maximum of ₹2,00,000.
Every officer of the company in default, including the liquidator (if any), will also face the same penalties.
The penalty is ₹10,000 initially, and ₹100 per day thereafter, with a maximum limit of ₹50,000.
117(3).
The requirement to file with the Registrar applies to the following types of resolutions and agreements:
1. All special resolutions.
2. Resolutions agreed to by all members of a company which, if not unanimously agreed to, would have required a special resolution to be valid.
3. Any Board resolution or company agreement related to the appointment, re-appointment, renewal, or change in the terms of appointment of a MD.
4. Resolutions or agreements agreed to by any class of members that would not have been effective unless passed by a specified majority or in a particular manner, and those that bind such class of members even if not agreed to by all of them.
5. Resolutions passed for voluntary winding up of a company under Section 59 of the Insolvency and Bankruptcy Code, 2016.
6. Resolutions passed under Section 179(3) of the Companies Act, which relate to specific powers of the Board of Directors. However, these are not open for public inspection under Section 399.
Further, this requirement does not apply to resolutions passed by:
Banking companies.
Certain non-banking financial companies (NBFCs).
Housing finance companies, when granting loans, giving guarantees, or providing securities for loans in the ordinary course of business.
Any other resolution or agreement as may be prescribed and placed in the public domain.
Section 118. Minutes of Proceedings of Meetings.
118(1).
Every company must prepare and sign minutes of all meetings including general meetings, meetings of any class of shareholders or creditors, meetings of the Board of Directors, and meetings of its committees.
It must also record minutes of resolutions passed by postal ballot.
These minutes must be prepared, signed, and entered in properly maintained books within 30 days of the meeting or passing of the resolution.
The minute books should have consecutively numbered pages to maintain proper records.
118(2).
The minutes of each meeting must contain a fair and accurate summary of everything discussed and decided at the meeting.
118(3).
All appointments made during the meeting such as appointment of directors, auditors, or any officers — must be recorded in the minutes.
118(4).
For Board meetings or committee meetings, the minutes must also include:
The names of the directors present at the meeting.
For every resolution passed, the names of directors (if any) who dissented or disagreed with the resolution.
118(5).
The minutes must not include any content that, in the opinion of the Chairman, is:
Defamatory to any person
Irrelevant or immaterial to the proceedings.
Harmful to the interests of the company.
118(6).
The Chairman has absolute discretion to decide whether to include or exclude any matter in the minutes based on the above grounds.
118(7).
Minutes prepared in accordance with the law serve as legal evidence of the proceedings recorded in them.
118(8).
If minutes are properly maintained as per 118(1), it will be presumed that the meeting was duly called, held, and conducted.
All proceedings, including resolutions and appointments made therein, are valid unless proven otherwise.
118(9).
No report or summary of any general meeting’s proceedings may be circulated or advertised at the company’s expense.
Unless it includes all matters required by this section to be recorded in the minutes.
118(10).
Every company must follow the Secretarial Standards for general and board meetings.
This is specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.
118(11.
If a company fails to comply with any provision of this section, the company will face a penalty of ₹25,000.
Every defaulting officer will be liable to a penalty of ₹5,000.
118(12).
If any person is found tampering with the minutes of a meeting, they can be punished with:
Imprisonment of up to two years and a fine between ₹25,000 and ₹1,00,000.
Section 119. Inspection of Minute Books of General Meetings.
119(1).
The books containing the minutes of proceedings of any general meeting or resolution passed by postal ballot must:
Be kept at the company’s registered office.
Be open for inspection by any member of the company during business hours, without any charge.
However, the company may impose reasonable restrictions (through its articles or by resolution in a general meeting), but it must still allow at least two hours every business day for inspection.
119(2).
Any member can request a copy of the minutes mentioned above by applying to the company and paying the prescribed fees.
The company must provide the copy within seven working days of receiving the request.
119(3).
If the company refuses inspection under 119(1) or fails to provide the copy under 119 (2) within the required time:
The company will be liable to a penalty of ₹25,000.
Every officer in default will be liable to a penalty of ₹5,000 for each refusal or default.
119(4).
The Tribunal can act on case of refusal or failure by the company.
The Tribunal’s powers are in addition to the penalties already prescribed.
The Tribunal may:
Order immediate inspection of the minute books.
Direct the company to send the required copy to the member without delay.
Section 120. Maintenance and inspection of documents in electronic form,
This section allows companies to maintain and manage their official records electronically.
Any document, record, register, or minutes that a company is required to keep under the Act can be maintained in electronic form.
Documents that are allowed to be inspected or for which copies may be given to any person can also be provided in electronic form.
Such maintenance, inspection, or sharing of electronic records must be done in the form and manner prescribed under the rules.
Section 121. Report on Annual General Meeting.
121(1).
Every listed public company must prepare a report for each annual general meeting in the prescribed manner.
This report must include confirmation that the meeting was convened, held, and conducted in accordance with the provisions of the Act and the rules.
121(2).
A copy of the report prepared under 121(1) must be filed with the Registrar within thirty days of the conclusion of the annual general meeting.
This must be done along with the prescribed fees or any additional fees, if applicable.
121(3).
If the company fails to file the report within the specified period then:
The company shall be liable to a penalty of one lakh rupees.
In case of continuing failure, a further penalty of five hundred rupees per day will apply, up to a maximum of five lakh rupees.
Every officer of the company who is in default shall be liable to a penalty of not less than twenty-five thousand rupees.
For continuing failure, an additional penalty of five hundred rupees per day, subject to a maximum of one lakh rupees.
Section 122. Applicability of Provisions to One Person Company.
122(1).
The provisions of sections 98 and 100 to 111 (both inclusive) do not apply to a One Person Company (OPC).
These sections generally relate to calling, holding, and conducting general meetings, which are not relevant in the case of an OPC.
122(2).
The ordinary business matters mentioned in section 102(2)(a), which are usually transacted at an annual general meeting by other companies, shall be dealt with differently for an OPC as provided under in 122(3).
122(3).
For an OPC, any business that needs to be approved through an ordinary or special resolution can be validly done:
If the sole member communicates the resolution to the company in writing.
This resolution must be entered in the minutes book (maintained under section 118), signed, and dated by the member.
The date mentioned on the resolution will be considered the date of the meeting for all legal purposes under the Act.
122(4).
If an OPC has only one director on its Board, any business that would normally be conducted at a Board meeting can be done by that single director.
The resolution passed by the director must be recorded in the minutes book, signed, and dated.
The date on which the director signs the resolution will be treated as the official date of the Board meeting for all purposes under the Act.
