Notice of the meeting and agenda of the meetings of the board of directors

When board members meet for a meeting, the agenda is essential so that they can deliberate effectively. It guides discussions and maintains attention on relevant topics. Board members should familiarize themselves with the issues and relevant documentation prior to the meeting. The agenda, usually prepared by the president of the board of directors and attached to the notice of meeting, lists the questions and the items to be discussed, covering a variety of topics, from finances to personnel issues and strategic initiatives. This document must be accurate and unambiguous in order for the meeting to run properly.

 

Notice of the meeting

The process leading to convening a board meeting must be rigorously observed. It is necessary to comply with the conditions of form and time provided for in the By-laws of the immovable. Otherwise the decisions taken during such meeting could be invalidated. Meetings of the board of directors are generally called by the president or by the secretary of the board of directors or, if this is not possible, by any director, by means of a written notice of the date, time and place of the meeting. An agenda must be attached to the notice of meeting.

Content of the agenda

The first step to prepare a board meeting is to establish a complete agenda. Although there is no formalism surrounding  its drafting, the agenda must be sufficiently precise. It must therefore mention all the questions and points that will be submitted at the meeting. In addition, the agenda should only include matters that fall within the competence of the Board of Directors. In principle, save for small co-ownerships, the points dealing with the day-to-day management of the co-ownership should not be addressed. Nevertheless, some points of general interest or of information can exceptionally be presented at the meeting.

Preparation of draft resolutions

In order to avoid any ambiguity as to the scope of the questions put to the vote of the directors, it is recommended to attach to the notice of meeting and the agenda the wording of the draft resolutions to be put to the vote. In other words, each proposed questions should be accompanied with a detailed, clear and precise description, as well as the information needed to make an informed decision. In addition, with respect to each item on the agenda, the vote must be held one resolution at a time.

 

WHAT YOU SHOULD KNOW! The agenda is a structured list of items to cover during board meetings. It is accompanied, if necessary, by a copy of the documents necessary for the examination of the questions inscribed on the agenda.

https://www.condolegal.com/images/Boutons_encadres/A_retenir.pngWHAT TO KEEP IN MIND:​ The by-laws of the immovable enact the rules governing the conduct of the meetings of the board of directors. The responsibility for preparing the agenda usually lies with the president, jointly with the secretary of the board.

 WARNING!​  Any director may, at will, request the president of the board to inscribe an additional item on the agenda. It is the latter’s responsibility to notify the other directors as well.

 

 

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