I. Provisions on Resolutions of the Board of Directors of Joint Stock Limited Companies
The resolution of the board of directors of a joint stock limited company must be adopted by more than half of all directors. The board of directors decided to implement the one-person-one-vote system. Moreover, if the resolution of the board of directors violates laws, administrative regulations, articles of association or resolutions of the shareholders' meeting, causing serious losses to the company, then the directors participating in the resolution shall be liable for compensation to the company.
Two. Matters voted by the board of directors of a joint stock limited company
1. The meeting of the board of directors of a joint stock limited company can only be held when more than half of the directors are present;
2. A resolution made by the board of directors of a joint stock limited company must be passed by more than half of all directors;
3. The board of directors of a joint stock limited company adopts the system of one person, one vote;
4. The meeting of the board of directors of a joint stock limited company shall be attended by the directors themselves; If a director is unable to attend for some reason, he may entrust other directors to attend in writing, and the power of attorney shall specify the scope of authorization;
5. The board of directors of a joint stock limited company shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes;
6. The directors of a joint stock limited company are responsible for the resolutions of the board of directors of the joint stock limited company.
Three. The content of the board system of a joint stock limited company
1, number of meetings
The board of directors makes resolutions in the form of meetings, which must be held to play a role. Therefore, it is necessary to ensure the number of meetings and prevent the board of directors from weakening its role or even being ineffective because it has not held meetings for a long time. Therefore, the Company Law stipulates that the board of directors shall hold at least two meetings every year, and there is no restriction on holding more meetings due to actual needs.
2. Notice of meeting
Every time a board meeting is held, all directors shall be notified ten days before the meeting is held. If it is an interim meeting convened by the board of directors, the notification method and time limit for convening the board of directors may be stipulated separately.
3, the meeting host
The meeting of the board of directors shall be presided over by the chairman. If the chairman is unable to preside, the vice chairman designated by the chairman shall preside.
4. Quorum of the meeting
The board meeting can only be held when more than half of the directors are present. Due to the limited number of board members, the meeting can only be held if more than half of the directors are present, which greatly reduces the representativeness and authority of the meeting.
5. Meeting resolutions
The resolution made by the board of directors must be passed by more than half of all directors, which is a strict regulation on the resolution procedure. It must be based on the number of all directors, not the number of directors present at the meeting, so as to be representative and conducive to the implementation of the resolution.
6. Directors attend in person
The board of directors is the collective decision-making body of the company, which discusses the internal affairs of the company and exchanges opinions among directors. Therefore, it is stipulated that the board meeting should be attended by the directors themselves. If a director is unable to attend the board meeting for some reason, he may entrust other directors to attend the board meeting on his behalf in writing, and the power of attorney shall specify the scope of authorization. Explain that the board meeting should be attended by the directors themselves. If I am unable to attend for some reason, I may entrust other directors to attend, but I cannot entrust non-directors to attend.
7. Meeting minutes
The board of directors shall make minutes of the decisions on the matters discussed, and the directors and recorders present at the meeting shall sign the minutes. That is, directors and recorders should be responsible for the authenticity of meeting minutes, and there should be no false records.
The above are the resolutions of the board of directors of the company limited by shares, voting matters of the board of directors of the company limited by shares and the contents of the board meeting system of the company limited by shares. I hope it helps you.