Pursuant to article 67 of the Company Laws, the board of directors of a société anonyme deliberates and decides as a collective body in accordance with the charter provisions. In the absence of such provisions, decisions are taken in conformity with the common rules on deliberations. This article falls into two sections.
First, it provides that the board is a collective body. The powers of the board cannot be exercised by one or several directors but must be exercised by all directors deliberating together and forming a collective body.
The second part confers a broad freedom upon the shareholders of the company to define in the charter the rules on the organisation of the board meetings. The rules regarding the convocation of the meetings, their place and frequency, the voting system, representation of directors, and registration of decisions are usually set out in the charter.
It is, however, not very clear under the present status of the law whether these rules imply that the board must actually meet in order to decide validly. It is argued in doctrine that the charter can validly provide that a decision of the board may be taken without a meeting if all members of the board consent in writing to the adoption of a resolution and that such consent is filed with the minutes of the board of directors.
Article 14 of bill nr. 1086-1 (1993-1994) on the modification of the Company Laws (which was approved by the Chamber of Representatives and is sent on to the Senat for its approval) confirms this point of view. It proposes to add a new paragraph to article 67 which provides that the charter may stipulate that the board can decide by unanimous written consent of all directors. Such procedure cannot, however, be followed for the adoption of the annual accounts, the increase of the corporate capital and any other resolution excluded by the charter.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
For further information contact Catharina Van Santvliet on + 32.2. 517.94.80.
Copyright Mondaq Ltd 1995 Tel +44 171 820 7733.
First, it provides that the board is a collective body. The powers of the board cannot be exercised by one or several directors but must be exercised by all directors deliberating together and forming a collective body.
The second part confers a broad freedom upon the shareholders of the company to define in the charter the rules on the organisation of the board meetings. The rules regarding the convocation of the meetings, their place and frequency, the voting system, representation of directors, and registration of decisions are usually set out in the charter.
It is, however, not very clear under the present status of the law whether these rules imply that the board must actually meet in order to decide validly. It is argued in doctrine that the charter can validly provide that a decision of the board may be taken without a meeting if all members of the board consent in writing to the adoption of a resolution and that such consent is filed with the minutes of the board of directors.
Article 14 of bill nr. 1086-1 (1993-1994) on the modification of the Company Laws (which was approved by the Chamber of Representatives and is sent on to the Senat for its approval) confirms this point of view. It proposes to add a new paragraph to article 67 which provides that the charter may stipulate that the board can decide by unanimous written consent of all directors. Such procedure cannot, however, be followed for the adoption of the annual accounts, the increase of the corporate capital and any other resolution excluded by the charter.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
For further information contact Catharina Van Santvliet on + 32.2. 517.94.80.
Copyright Mondaq Ltd 1995 Tel +44 171 820 7733.
