Under Article 153 of Enterprise Law 2014, the Chairman of Board of Director (BOD Chairman) must convene the meeting of BOD within 7 days as from the date of receiving a request for an irregular meeting. In case the first meeting is not attended by three quarter or more of total BOD members, the second meeting must be convened within seven days as from the intended date of the first meeting unless a shorter time limit is provided in the company charter.
According to the above regulations, there may be a dispute as to time for “convention” of the second meeting. One may argue that the second meeting of BOD must be held within 7 days or a shorter period provided in the company charter.
On the other hand, one may argue that the BOD Chairman only need to send notice of convening the BOD meeting within seven days or shorter period specified in the company charter. The second meeting may be held at any time provided in the notice sent by the BOD Chairman which may not be within the time limit as provided in Article 153 of Enterprise Law 2014.
If the latter understanding applies to the convention of the BOD second meeting, it appears that there is no time limit for organizing and conducting the second meeting. Based on the wording of laws and the company charter, the BOD Chairman may take advantage of this provision to prolong the organizing time of the second meeting if he/she considers that the request for BOD irregular meeting is not beneficial for him/her.
This post is contributed by Le Minh Thuy, a trainee at Venture North Law.