(1) The first item before the meeting: preparation for the meeting
1. Solicit suggestions
2. Determine the agenda of the meeting
(1) title
(2) Meeting time
(3) Meeting place
(4) Moderator
(5) Review the content
3. Prepare meeting documents
(1) general manager's work report (this year's work report/next year's business plan)
(2) Financial statements for this year
(three) the financial budget for the next year
(4) Prepare special topics or reports
(2) Meeting topic 2: Meeting notice.
1, SMS notification
2. Document notification
3. Pre-meeting tips
(3) Pre-meeting Item 3: Pre-meeting inspection
1, modify the agenda of the meeting
2, data bagging and distribution
3. Count the number of participants (sign-in form)
4. Implementation of authorized signature
5. Pay attention to the signature of the meeting.
(4) During the meeting: deliberation and resolution.
1, moderator
2. Deliberation and voting
3. Meeting minutes and signatures
4. Collection and signature of written opinions
5. Resolutions and signatures
(1) enterprise name
(2) Meeting time
(3) Meeting place
(4) Participants:
(5) Matters or contents of resolution: It shall be decided by unanimous consent of the board of directors. Effective immediately. The above resolution was signed by the following directors.
(6) Signature sequence: Chairman-Vice Chairman-Director 6. Meeting minutes and signatures. Publish the tender proposal form.
(5) After the meeting: start a new cycle.
1, corrected data
Step 2 mail documents
3. Filing and disclosure
Step 4 present
Second, the number of board members.
China's laws stipulate the number of directors of limited liability companies and joint stock limited companies respectively. Article 45 of the Company Law stipulates that a limited liability company shall have a board of directors with 3- 13 members. Article 5 1 of the Company Law stipulates that a limited liability company with fewer shareholders or a smaller scale may have an executive director instead of a board of directors. Article 109 of the Company Law stipulates that a joint stock limited company shall set up a board of directors with 5- 19 members.
Three. Duties of the board of directors
The functions and powers of the legal representatives of joint-stock companies and enterprises. Also known as management committee and executive committee. Consists of two or more directors. Other matters may be decided by the board of directors except the rights that shall be exercised by the shareholders' meeting according to the laws and articles of association. The board of directors of the company is the decision-making body of the company, and the board of directors is responsible to the shareholders' meeting.
The obligations of the board of directors mainly include: making and keeping the minutes of board meetings, compiling the articles of association and various account books, reporting the capital gains and losses to the shareholders' meeting in time, and applying for bankruptcy to the relevant authorities when the company is insolvent.
After the establishment of the joint-stock company, the board of directors came into being as a stable institution. Members of the board of directors can be appointed and removed at any time according to the articles of association, but the board itself cannot be revoked or suspended. The board of directors is the most important decision-making and management body of the company. Under the leadership of the board of directors, the affairs and business of the company are carried out by the chairman and managing director elected by the board of directors.
The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
1, responsible for convening the shareholders' meeting; Implement the resolutions of the shareholders' meeting and report the work to the shareholders' meeting;
2. Implement the resolutions of the shareholders' meeting;
3. Decide on the company's production and operation plans and investment plans;
4. Formulate the company's annual financial budget plan and final accounts plan;
5. Formulate the company's profit distribution plan and loss compensation plan;
6. To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
7. To formulate plans for the company's merger, division, dissolution or change of corporate form;
8. Decide on the establishment of the company's internal management organization;
9. To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager;
10, formulate the basic management system of the company;
1 1. Other functions and powers stipulated in the Articles of Association.
Legal basis:
Article 22 of the Company Law of People's Republic of China (PRC) is invalid if the resolutions of the shareholders' meeting, the shareholders' general meeting and the board of directors violate laws and administrative regulations.
If the convening procedure and voting method of the shareholders' meeting, shareholders' general meeting or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution.
Where a shareholder brings a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantees.
If the company has gone through the registration of change according to the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors, after the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the registration of change.