1. Board of Directors: A limited liability company has a board of directors with three to thirteen members; However, a limited liability company with a small number of shareholders or a small scale may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager.
2. Supervisors: A limited liability company shall have a board of supervisors with at least three members. A limited liability company with fewer shareholders or smaller scale may have one or two supervisors instead of a board of supervisors. Directors and senior managers shall not concurrently serve as supervisors.
Rules of procedure for board meetings
Different from the voting rules of the shareholders' meeting, the rules of procedure of the board of directors insist on determining the number of votes according to the number of directors, each director has one vote, and the resolutions made by the board of directors must be passed by more than half of all directors. On the surface, this is similar to political democracy in which everyone is equal, rather than capital democracy, but in fact it is the power of capital that supports every director.
The board meeting shall be conducted in strict accordance with the prescribed procedures. The board of directors shall notify all directors in advance at the specified time, and provide sufficient information, including relevant background materials for the topics of the meeting and information and data that will help directors understand the business progress of the company. When two or more independent directors think that the information is insufficient or the arguments are unclear, they may jointly propose in writing to the board of directors to postpone the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors.
The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes and file them, and be responsible for the resolutions of the board of directors. According to the provisions of the Company Law of China, if it is proved that a director expressed an objection when voting at the board meeting and recorded it in the minutes of the board meeting, he may be exempted from the responsibility for the resolutions of the board meeting. Therefore, the minutes of the board meeting are important evidence to prove whether the directors attend the board meeting and take responsibility for the resolutions, and also the basis for the company manager to organize and implement the resolutions of the board of directors, which plays an important role.
Since the major business of the company is generally decided by the board meeting except the matters decided by the shareholders' meeting according to the laws and articles of association, the content and legal effect of the resolutions of the board of directors are of great significance to the company.
When the board of directors is not in session, the board of directors may authorize the chairman to exercise some functions and powers of the board of directors. The company shall clearly stipulate the principles and contents of authorization in its articles of association, and the contents of authorization shall be clear and specific. All matters involving the company's major interests shall be decided by the board of directors collectively.
legal ground
Company Law of the People's Republic of China
Article 25 The articles of association of a limited liability company shall specify the following items:
(1) Name and domicile of the company;
(2) The business scope of the company;
(3) The registered capital of the company.
(4) Names of shareholders.
(5) The mode, amount and time of contribution by shareholders.
(6) The organizational structure of the company, its methods of formation, powers and rules of procedure;
(7) The legal representative of the company;
(eight) other matters that need to be stipulated by the shareholders' meeting. Shareholders shall sign and seal the articles of association.
Article 44 A limited liability company shall have a board of directors with three to thirteen members. However, unless otherwise provided for in Article 50 of this Law. A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other members of the board of directors of a limited liability company may include representatives of employees of the company. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.
Article 51 A limited liability company shall set up a board of supervisors with not less than three members. A limited liability company with fewer shareholders or smaller scale may have one or two supervisors instead of a board of supervisors. The board of supervisors shall include an appropriate proportion of shareholders' representatives and employees' representatives, of which the proportion of employees' representatives shall not be less than one third, and the specific proportion shall be stipulated in the articles of association. The employee representatives in the board of supervisors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly nominate a supervisor to convene and preside over the meeting of the board of supervisors. Directors and senior managers shall not concurrently serve as supervisors.