Board Meetings, General Meetings, Minutes and Resolution Formats: What the Act Requires and What the Bank Will Accept

In this guide: Board meetings: section 96 and the Articles · General meetings and the three kinds of resolution · Minutes: section 89 · Format 1 — board resolution for opening a bank account · Format 2 — notice of EGM with a special resolution; Format 3 — written resolution

The short answer

For a board decision — opening an account, borrowing, signing a lease, approving a share transfer, appointing the auditor to fill a vacancy, calling a general meeting — give the notice the Articles require (seven days is usual; Table A says “notice”), meet with a quorum, decide by majority with the chairman having a casting vote if the Articles give one, and minute it: who was present, that quorum was present, the resolution in its exact words, and the signatures. If the Articles permit, the same decision can be a written resolution signed by every director (format 3 below), which is how most small companies work. For anything the Act reserves to the members — altering the Memorandum or Articles, changing the name, increasing capital, removing a director, winding up voluntarily — the board first resolves to call a general meeting, the company issues a 21-day notice setting out the resolution (format 2), the members pass it with the required majority, and the company files Form VIII within 15 days. Keep the signed originals in the minute book; the bank, RJSC, the auditor and the tax officer each ask for certified extracts, and a resolution that exists only as a Word file is the thing that fails when it matters.

Board meetings: section 96 and the Articles

Section 96 requires the board of every company to meet at least once in every three months and at least four times in every year. Everything else is in the Articles: who may call a meeting (any director, through the secretary), the notice (Table A requires notice to every director in Bangladesh; bespoke Articles set seven days and allow e-mail), the quorum (Table A: as the directors fix, otherwise two; where the number of directors falls below the quorum, the continuing directors may act only to fill vacancies or call a general meeting), the chairman and casting vote, and whether a resolution in writing signed by all directors is as valid as one passed at a meeting (Table A reg 90 permits it; check yours). A director interested in a contract or arrangement must disclose the interest (s.105) and may not vote on it or count in the quorum for it, which in a two-director family company means the other director decides alone. Video and telephone attendance are not addressed by the Act; most Articles now permit it, and the minutes should record it. The minute book for board meetings is kept at the registered office; the Registrar does not receive board minutes routinely but asks for the relevant extract with every filing that depends on a board decision.

General meetings and the three kinds of resolution

The AGM is covered in our annual return guide; an EGM is any other general meeting, called by the board or on the requisition of members holding one-tenth of the issued share capital on which all calls are paid (s.84); if the board does not act within the period in s.84 (45 days in the Bangla text; older English translations say 21), the requisitionists may call it themselves, within three months of the requisition. Quorum under Table A is two members for a private company (five for a public); the Articles may set more. A member may appoint a proxy, who need not be a member; the proxy form is lodged at least 48 hours before the meeting. Voting is by show of hands unless a poll is demanded, when votes follow shareholding. In a company with two shareholders holding 50% each, a special resolution requires both — which is why a deadlock clause in the Articles or a shareholders’ agreement matters more than any format.

Minutes: section 89

Section 89 requires every company to keep minutes of all proceedings of general meetings and of board meetings in books kept for the purpose, with the pages numbered, entered within the period the Articles fix (Table A: within thirty days is customary) and signed by the chairman of the meeting or of the next meeting. Minutes so kept are evidence of the proceedings; until the contrary is proved, the meeting is deemed duly called and held and all appointments valid. A set of minutes records: the company name; the type of meeting, date, time and place; those present and in attendance; that the chairman took the chair and declared a quorum; each item of business with the resolution in its exact words and whether it was carried unanimously or by what vote; any director’s declared interest and abstention; and the closure. Loose-leaf minute books are accepted in practice if bound and numbered; electronic minute books are not addressed by the Act and should be printed and signed. Members may inspect the general-meeting minutes and take copies (s.89(4)); board minutes are not open to members as of right. Our practice note: write the resolution before the meeting, pass it exactly, and never minute a meeting that did not happen on the date stated — backdated minutes are the first thing a hostile shareholder or a tax officer attacks, and the Act’s presumption of regularity does not survive them.

Format 1 — board resolution for opening a bank account

Banks in Bangladesh have their own resolution forms and will usually accept a certified extract in this shape, which also serves for a loan, a lease or any transaction the bank or counterparty asks the board to authorise. Replace the bracketed text, print on letterhead, sign and seal.

For a borrowing resolution, replace the first operative paragraph with the facility amount, the lender, the security to be created (and note that a charge on the company’s assets must be registered with RJSC within 21 days of creation under s.159 — the bank’s lawyers will insist) and the persons authorised to execute the facility and security documents. For a share transfer, the resolution records the transferor, transferee, shares and consideration, the pre-emption waivers received, and the approval and direction to register — see our share transfer guide.

Format 2 — notice of EGM with a special resolution; Format 3 — written resolution

A notice of general meeting must state the place, day and hour, the general nature of the business and, for a special resolution, the text of the resolution and that it will be proposed as special. Send it to every member at the registered address at least 21 clear days before the meeting (exclude the day of service and the day of the meeting); a private company may hold it on shorter notice if all members entitled to attend and vote agree in writing — record the consent in the minutes.

Where the Articles permit a resolution in writing of the directors, this form replaces a board meeting; every director must sign (a resolution signed by a majority is not valid unless the Articles say so), and the resolution is dated on the day the last signature is added and entered in the minute book.

Members’ written resolutions are not provided for in the Act; a private company’s Articles can permit them for ordinary business, but a special resolution must be passed at a meeting on notice for s.87 to be satisfied, and RJSC will ask for the notice and minutes with Form VIII. Our amendments guide covers what each special resolution must then be followed by.