Sample Minutes of the Board of Directors Meeting for a Joint Stock Company

The sample minutes of the Board of Directors meeting for a joint stock company is a document that records the content, progress, and results of the Board of Directors meeting. Creating a standard meeting minutes template helps in effectively managing the company’s operations, ensuring transparency, and complying with the law. The article below is designed to assist businesses in mastering the preparation of the Board of Directors meeting minutes.

Minutes of the Board of Directors Meeting for a Joint Stock Company

When to Hold a Board of Directors Meeting

The Board of Directors is the decision-making and operational body of the company. The Board of Directors meetings are held regularly or on an ad hoc basis to address urgent issues. The purpose is to ensure the company’s sustainable operation and development.

According to Article 157 of the Law on Enterprise 2020, the Board of Directors meeting must be held when:

• Electing the Chairman of the Board of Directors;
• There is a proposal to hold a Board of Directors meeting from an authorized agency;
• Organizing regular meetings;
• Organizing extraordinary meetings according to the company’s needs and situation.

Thus, the Board of Directors meeting will be held upon the request of the Supervisory Board or a member of the Board of Directors, the proposal of the Director or General Director, and is organized regularly or according to the company’s situation and needs.

Procedure for the Board of Directors Meeting

Step 1: Decide the time and place for the meeting:

• Authorized person:The Chairman of the Board of Directors or the member with the highest number/percentage of votes.
• Meeting time:Chosen by the authorized person, but must be within 7 working days from the end of the election of the new Board of Directors term or from the date of receiving the request.
• Location:The company headquarters or another location chosen by the authorized person.

Step 2: Send meeting invitations:

• Authorized person:The Chairman of the Board of Directors or the member with the highest number/percentage of votes.
• Deadline:No later than 3 working days before the scheduled meeting date.
• Attached documents:Meeting agenda, related documents, and voting ballots.
• Method of sending:Directly by paper copy or via mail, fax, phone, email, or another method specified by the company’s charter but must ensure it reaches the address of the Board members.

Step 3: Conduct the Board of Directors meeting:

• Moderator:The Chairman of the Board of Directors or the member with the highest number/percentage of votes.
• Conditions for organization:
  • First time: At least 3/4 of the total number of members attending.
  • Second time (applies if the previous meeting did not have enough members): More than 50% of the Board members attending.
• Forms of participation and voting by members:
  • In person:At the meeting or by proxy if accepted by the majority of the Board members.
  • Online:Sending voting ballots to the meeting via email, fax, or sealed letter sent at least 1 hour before the meeting starts. (Note: Voting ballots are only publicly opened in the presence of all participants).
  • During the meeting, if there is any obstruction or disturbance, the Chairman of the Board of Directors has the right to expel that person from the meeting. If the person causing the disturbance is the Chairman, the remaining members will vote to elect a new Chairman.

Step 4: The Board of Directors makes decisions on the meeting issues:

• The decisions made in the meeting will be recorded in the Board of Directors resolution. Unless the charter specifies a higher percentage, a resolution is passed if approved by the majority (> 50%) of the attending members. In the case of a tie, the final decision belongs to the authorized person presiding over the meeting. The authorized person presiding over the meeting has the authority to sign the resolution.
• If a resolution is passed contrary to the law or the company’s charter leading to damage, the authorized person presiding over the meeting and the members who voted for the resolution must bear joint personal responsibility and compensate for the damage to the company, while exempting the members who opposed the resolution from liability.
• In this case, the company’s shareholders have the right to request the court to suspend or annul the above resolution or decision.

Content of the Minutes of the Board of Directors Meeting

The meetings of the Board of Directors must be recorded in the minutes book. The minutes must be prepared in Vietnamese and may also be in a foreign language, with the following main contents:

• Name, address of the head office, number and date of issuance of the business registration certificate, place of business registration;
• Purpose, agenda, and content of the meeting;
• Time and place of the meeting;
• Names of attending members or authorized attendees; names of absent members and reasons for their absence;
• Issues discussed and voted on at the meeting;
• Summary of the opinions of each attending member in the order of the meeting proceedings;
• Voting results, clearly stating the members who agree, disagree, and have no opinion;
• Decisions that have been approved;
• Names and signatures of all members or authorized representatives attending the meeting.

The chairman and the secretary are responsible for the accuracy and truthfulness of the content of the minutes of the Board of Directors meeting.

The Minutes of the Board of Directors Meeting for a Joint Stock Company and the documents used in the meeting must be kept at the company’s head office.

Minutes prepared in Vietnamese and a foreign language have equal legal validity.

Board of Directors meeting content

Latest Sample Minutes of the Board of Directors Meeting for a Joint Stock Company

The minutes of the Board of Directors meeting typically include the following main sections:

• Date of the meeting;
• Meeting location;
• Company name;
• Participants;
• Chairman and secretary;
• Meeting content.

>>>Download: Sample Minutes of the Board of Directors Meeting for a Joint Stock Company

Consulting on Issues Related to the Board of Directors Meetings for Joint Stock Companies

Successfully organizing General Shareholders Meetings or Board of Directors meetings in accordance with legal procedures and ensuring the rights of shareholders and Board members is not a simple task. Long Phan is ready to assist our clients in advising and representing the organization of General Shareholders Meetings or Board of Directors meetings in accordance with the Law on Enterprise, specifically as follows:

• Advising on the contents of Minutes of the Board of Directors Meeting for a Joint Stock Company;
• Guiding legal issues regarding procedures before, during, and after the meeting;
• Advising on resolving conflicts arising around the meeting to achieve consensus for the highest benefit of the enterprise;
• Drafting and preparing meeting documents: invitations, summons, proxies, feedback forms, voting cards, minutes, decisions, resolutions, etc., to serve the purpose and content of the meeting;
• Providing meeting secretary services, record keeping, and completing legal procedures.

Consulting on joint stock company board meeting issues

Thus, understanding the contents that need to be reflected in the minutes of the Board of Directors meeting is essential. This ensures the comprehensive recording and communication of the opinions of the attending members. If you have any issues requiring support or need to use Long Phan’s services, please call our hotline at 0906.735.386 for the fastest support. We are committed to helping you understand the Minutes of the Board of Directors Meeting for a Joint Stock Company quickly and effectively.