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Explanation: How to pass a Board Resolution by circulation?
1. Circulate the resolution in duplicate with all necessary papers to all the directors.
2. If majority of the directors as are entitled to vote on the resolution approve the resolution. The resolution shall be deemed to have been duly passed by the Board.
3. Record the resolution having been passed by circulation in the minutes of the immediate next Board Meeting.
4. The Board does not pass the resolutions in the following matters by circulation: -
Filling up of causal vacancy in the office of a director appointed in a General Meeting.
To make calls on members.
To issue debentures.
To borrow money otherwise than above.
To invest funds.
To make loans.
To delegate powers.
To approve contracts in which directors are interested.
To note the general disclosure of directors’ interests or the general notice or renewal thereof.
To note disclosure of shareholdings of directors and manager.