The board of directors may convene a board meeting, and every director present at the meeting has the right to vote, that is, one person, one vote. Generally speaking, resolutions need to be passed by more than half of all directors. I. Method of stipulating the voting rights of the board of directors in the Company Law Article 1 1 1 of the Company Law: A board meeting can only be held when more than half of the directors are present. Resolutions made by the board of directors must be passed by more than half of all directors. The board of directors decided to implement the one-person-one-vote system. According to the Company Law, when the board of directors deliberates the voting matters, the voting method of one thing and one discussion is adopted, and each director has one vote. The implementation of the one-person-one-vote voting system on the board of directors has strengthened that every director should be responsible for the resolutions of the board of directors. The resolution of the board of directors refers to the resolution formed by the board of directors on the matters considered at the board meeting in accordance with the procedures stipulated by law or the articles of association, which is the embodiment of the collective will of the board of directors. In the process of its changes, especially in the case of a large number of shareholders and scattered equity, the principle of shareholder sovereignty has been weakened to a certain extent, and the authority of the board of directors has been enhanced accordingly. Many matters originally decided by the shareholders' meeting have been transferred to the board of directors for resolution, and the decision-making organ of the company has actually been decomposed into the shareholders' meeting and the board of directors. Therefore, the resolutions made by the board of directors on matters that have the final decision should naturally belong to the company's expression of will. 2. What are the responsibilities of the board of directors? The board of directors can be regarded as the executive body of the power of the joint-stock company and the legal representative of the enterprise. Sometimes it is called management committee and executive committee. The board of directors consists of two or three or more directors. Other matters may be decided by the board of directors, except for the powers that should be exercised by the shareholders' (general) 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 shareholders (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, managing director and vice-chairman elected by the board of directors. The board of directors is responsible to the shareholders (general meeting) and exercises the following powers: 1. Responsible for convening the shareholders' meeting; To implement the resolutions of the shareholders' meeting and report 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 merger, division, dissolution or change of corporate form of the company. III. Types of Board of Directors NACD (National Board Advisory Committee) divides the board of directors into four types according to their functions: 1, and the bottom board of directors exists only to meet the statutory procedural requirements. 2. The formal board of directors has only a symbolic or nominal role and is a typical rubber stamp institution. 3. Supervise the board of directors to check the formulation and implementation of plans, policies and strategies, and evaluate the performance of managers. 4. The decision-making committee participates in the formulation of the company's strategic objectives and plans, and intervenes according to its own preferences when authorizing managers to implement the company's strategy. The board of directors is an operating executive body composed of all directors established in accordance with relevant laws, administrative regulations and policies and the articles of association of the company or enterprise. The board of directors is the business executive organ of the authority of the shareholders' meeting or workers' meeting, responsible for directing and managing the company or enterprise and its business activities, and responsible for and reporting its work to the shareholders' meeting of the company or enterprise. The board of directors must implement the decisions made by the shareholders' meeting or the employees' shareholders' meeting on major issues of the company or enterprise. According to the law, the board meeting can only be held when more than half of the directors are present. Resolutions made by the board of directors must be passed by more than half of all directors. The board of directors decided to implement the one-person-one-vote system.
Legal objectivity:
Company Law of the People's Republic of China
Article 44
A limited liability company shall have a board of directors with three to thirteen members;
However, unless otherwise provided for in Article 50 of this Law.
A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members;
Other members of the board of directors of a limited liability company may include representatives of employees of the company. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.