You are viewing the translated version of सञ्चालक समितिको बैठक.
Section 97
Meeting of the board of directors
: (1) The meeting of the board of directors of a private company shall be as written in the regulations.
(2) The meeting of the board of directors of a public company shall be held at least six times a year. But the gap between the two meetings will not exceed three months.
(3) The directors themselves must attend the meeting of the board of directors of the company. The presence of the representative of the director instead of the director will not be valid.
(4) No meeting of the board of directors shall be held unless at least ninety one percent of the total number of directors of the company are present. However, a director who is not allowed to discuss any matter to be discussed in the meeting of the board of directors in accordance with this Act shall not be counted for the purpose of this sub-section.
(5) If the meeting of the board of directors cannot be completed due to the non-attendance of the number of directors mentioned in sub-section (4), another meeting may be convened by giving at least three days' notice. If the number of directors mentioned in sub-section (4) is not present in such a meeting, the actions and decisions taken by the directors present will be valid.
(6) In the meeting of the board of directors, the decision of the majority shall be valid and in case of equality of votes, the chairman may also give a decisive vote in addition to the vote given as a director. However, in the meeting of the board of directors, no director shall be allowed to participate or vote in the discussion about his personal interest or interest.
(7) A separate record of the directors present at the meeting of the board of directors, the topics discussed and the details of the decisions made in this regard (minutes) shall be kept and those decisions shall be corrected by at least nineteen percent of all the directors present at the meeting. However, if a member has an opinion contrary to the decision or different from such decision while discussing a matter, the same can be recorded in the minutes of the decision of the meeting.
(8) The decision shall not be deemed to be invalid merely because a member is not correct.
(9) Notwithstanding anything contained in sub-sections (3), (4), (5) and (6), what the board of directors or any sub-committee of directors may do, unless expressly prohibited by the articles of association or by-laws.If all the members of the board of directors or sub-committee agree in writing regarding the same work or decision, such agreement can be recorded as the details of the decision and such work can be done even without a meeting.
(10) The consent according to sub-section (9) shall be considered as the decision of the meeting of the board of directors.
(2) The meeting of the board of directors of a public company shall be held at least six times a year. But the gap between the two meetings will not exceed three months.
(3) The directors themselves must attend the meeting of the board of directors of the company. The presence of the representative of the director instead of the director will not be valid.
(4) No meeting of the board of directors shall be held unless at least ninety one percent of the total number of directors of the company are present. However, a director who is not allowed to discuss any matter to be discussed in the meeting of the board of directors in accordance with this Act shall not be counted for the purpose of this sub-section.
(5) If the meeting of the board of directors cannot be completed due to the non-attendance of the number of directors mentioned in sub-section (4), another meeting may be convened by giving at least three days' notice. If the number of directors mentioned in sub-section (4) is not present in such a meeting, the actions and decisions taken by the directors present will be valid.
(6) In the meeting of the board of directors, the decision of the majority shall be valid and in case of equality of votes, the chairman may also give a decisive vote in addition to the vote given as a director. However, in the meeting of the board of directors, no director shall be allowed to participate or vote in the discussion about his personal interest or interest.
(7) A separate record of the directors present at the meeting of the board of directors, the topics discussed and the details of the decisions made in this regard (minutes) shall be kept and those decisions shall be corrected by at least nineteen percent of all the directors present at the meeting. However, if a member has an opinion contrary to the decision or different from such decision while discussing a matter, the same can be recorded in the minutes of the decision of the meeting.
(8) The decision shall not be deemed to be invalid merely because a member is not correct.
(9) Notwithstanding anything contained in sub-sections (3), (4), (5) and (6), what the board of directors or any sub-committee of directors may do, unless expressly prohibited by the articles of association or by-laws.If all the members of the board of directors or sub-committee agree in writing regarding the same work or decision, such agreement can be recorded as the details of the decision and such work can be done even without a meeting.
(10) The consent according to sub-section (9) shall be considered as the decision of the meeting of the board of directors.