Non attendance Chairman of Board

Limited Company with charitable status - the Chairman of the Board of Directors has only attended 2 meetings in 18 months, she never sends apologies. Are there any legal implications regarding this. Should add that the Board are not paid by the Company.

Also who is responsible for making sure that an AGM takes place?

Probably doesn't have any legal implications if there are no problems.

If the company became insolvent, it might well be seen as dereliction of duty by the Chairman.

From a practical point of view, she should be approached and asked to stand down.

A lot of charities and companies include a statement in their annual report saying how many board meetings each member attended.

The Secretary should make sure that an AGM takes place.

Thanks Brendan, very helpful.

For private companies limited by shares, you often see an Article saying that a director's office is vacated if s/he doesn't show up to meetings without permission from the board.

Also, I'm pretty sure that it's the board's responsibility to ensure that an AGM is held; not just the secretary's. It normally falls within the purview of secretary to do the admin related to the AGM (and they should remind the board when an AGM must be held) but it's up to the board itself to call the AGM and they have the ultimate responsibility if that doesn't happen.