Convening
Directors must be sent notice of each board meeting by the chairman of the board in accordance with any rules that may be laid down in the articles of association. The articles may specify the required notice period and the means of giving notice such as fax, registered letter, e-mail etc.
Quorum and majority
In general, all decisions are to be taken by a majority of the members of the board who are present or represented at the meeting. However, increased majority requirements may be included in the articles of association.
Holding of meetings
The Uniform Act contains no specific provisions as to the place where meetings are to be held. As a result, unless the articles of association provide otherwise, meetings may be held either at the company’s registered office or at any other place, which could include a location in a foreign country.
Meetings are chaired by the chairman of the Board of Directors.
Minutes
Resolutions passed at a board meeting must be written up in the form of minutes entered in a special register, the pages of which are numbered and initialed by a judge of the relevant court and kept at the company’s registered office.
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