(12.74.8) Meetings of Directors.

The directors of a company are collectively known as Board and decisions are taken by them at a Board meeting. But in certain circumstances, resolutions of directors can be passed by circulating them among the directors. Also the Board may delegate powers to a director or a committee of directors.

Section 285 provides that a meeting of the Board of Directors of every company must be Held at least once in every three months and at least four such meetings must be Held in every calendar year.

The requisite quorum for a Board meeting is one-third of the total strength of the directors or two directors whichever is higher. For the purpose of counting number of directors forming the quorum, the directors who are interested in any contract to be entered into with the company should not be taken into account. In other words, only those who are disinterested in the matters to be discussed at the Board meeting will form the quorum. If the requisite quorum is not present at the meeting, it stands adjourned and will be Held on the same day, time and place in the next week. If the quorum is not present at the meeting, any decisions taken or resolutions passed shall be invalid, but no quorum is necessary at the adjourned meeting.

The chairman for the meetings of the Board of Directors may either be named in the articles or he may be elected by the directors. The questions arising at the meeting of the directors are to be decided by a majority vote and the chairman of the Board will have a casting vote in case of equality of votes.

Resolutions by circulation. As mentioned earlier, certain resolutions can be passed by circulation also. Section 289 states that the resolution to be passed by circulation must be circulated in a draft together with the necessary Papers, if any, to all the directors, or to all the members of the committee, as the case may be, then in India (not less than the quorum fixed for a meeting of the Board or Committee of directors) and to all other directors at their usual address in India. If the resolution is approved by such of the directors as are then in India, or by a majority of such of them as are entitled to vote on the resolution, it will be deemed to have been duly passed.

However, there are certain Powers of the Board which can be exercised only at Board meetings and not through circulation. Sections 262,292, 297 , 376 and 488 provide for such matters.