A board meeting is a formal gathering of a Board of Directors. Most of the organizations, being public or private, profit or non-profit, are ultimately governed by a body commonly known as Board of Directors. The members of this body cyclically meet to discuss strategic matters like the Appointment of Director.
A Company has to convene a Board Meeting and pass the necessary resolution for appointing a Director in addition to the Directors already appointed by the Company. The resolution must be passed unanimously.
Thus, review your Board Meeting Minutes immediately after the meeting. When your board meeting minutes are complete and finished, make sure they are distributed to board members as soon as possible. Once the minutes are approved by a vote of the members during the board meeting, they become part of the official record of the organization. It’s important that a copy of all minutes are kept in one place.
As per section 152(3) of the Companies Act, 2013, no person shall be appointed as Director of the Company unless he has been allotted a DIN u/s 154 of the Act.
An individual who is appointed or elected as a member of the Board of Directors of a Company, who, along with the other Directors, has the responsibility for determining and implementing the policies of the company. Director is an individual who directs, manages, oversees or controls the affairs of the Company.
Form DIR-2 needs to be attached by all the proposed companies while filing SPICe INC-32. Individuals who wish to act as a director of the proposed company needs to provide DIR-2.