Passing of Resolutions by Circulation

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....ions and limitations imposed by the Act, memorandum and articles and the company in general meeting. Decisions relating to the policy and operations of the company are arrived at meetings of the Board held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective wisdom of the Board. However, it may not always be practicable to convene a meeting of the Board to discuss matters on which decisions are needed urgently. In such circumstances, passing of resolution by circulation can be resorted to. Scope This Standard seeks to lay down a set of principles for passing of resolutions by circulation. Definitions The following terms are used in this standard with t....

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....ary papers, individually to all the directors or, in the case of a Committee to all the members of the Committee, at the same time - The resolution together with all papers should be sent to all directors including interested directors and directors who are usually residing abroad. 2.2 Each business proposed to be passed by way of resolution by circulation should be explained by a note setting out the details of the proposal and the draft of the resolution proposed - The note should also indicate how to signify assent or dissent to the resolution proposed and the date by which the director of the Board or of the Committee should signify his assent or dissent to the resolution. 2.3 The draft of the resolution to be passed and the necessary....

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....directors is not received by the last date specified for receipt of such approval, the resolution shall be considered not passed. 4. Recording 4.1 Resolutions passed by circulation should be noted at the next meeting of the Board or Committee, as the case may be, and the decision recorded in the minutes of such meeting - The minutes should record the text of the resolution passed, and dissent, if any. Minutes should also record the fact that an interested director did not vote on the resolution. 5. Validity 5.1 Passing of resolution by circulation should be considered valid as if it had been passed at a duly convened meeting of the Board or of the Committee - This does not dispense with the requirement for the Board to meet at the spec....