A meeting of the board of directors can hardly take place without an agenda. In order to deliberate, the directors must be made aware, before the meeting, of the questions on the agenda. This is why it must be attached to the notice of meeting, usually prepared by the president of the board of directors. It contains all the questions that will be submitted to the deliberations of the meeting. This document must be specific and unequivocal in order to ensure the smooth conduct of the meeting.
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.
WHAT 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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