Date Gazetted:	March 30th, 2019
Sector(s) Affected:	Service Sector
Specific sub-sector:	–
Bill No.:	5 of 2019

The Belize Trade and Investment Development Service (BELTRAIDE) (Amendment) Act, 2019 amends section 9 of the BELTRAIDE Act so as to reduce the number for quorum from seven to five. Consequently, section 9(3) of the aforementioned Act now reads as follows: “A quorum for any meeting of the Board shall be five directors, one of whom shall be a representative of the public sector.” 

Generally speaking, quorum for Board meetings serve as a useful mechanism to ensure that non-representative action cannot be taken by a small number of board members when the larger proportion of members are absent. However, given that often times it may be difficult to satisfy the threshold due to members’ otherwise busy schedules it is not uncommon to find public and private authorities persuaded by recommendations to lower such thresholds in the name of improved efficiency. 

However, international best practices have advised against lowering quorums, treating such moves as something to be relied upon only as a last resort. Instead, it has been regularly advised that Boards address the underlying reasons for the low attendance rates. These include, but are not limited to, measures that address whether the meetings themselves are too long, or held at inconvenient times with relatively short advance notices. Other remedies also include removal clauses for persons who, without adequate excuse, absent themselves from a certain number of meetings; thereby, triggering a replacement mechanism. 

As it currently stands, section 10(3) of the Act already provides such a “replacement mechanism”. It states, “The Minister may terminate the appointment of a director who absents himself from three consecutive meetings without leave from the Board.”

In other jurisdictions and often in private organizations, similar clauses exist in the relevant legal documents, but some are arguably stricter. For example, the allowance for consecutive absences in some cases is limited to only twice. In other cases, there is a limit to even how many notified consecutive absences are permitted. Lastly, such clauses may also feature provisos for removal from the Board of Directors for having been absent from all meetings—notified or otherwise—over a predetermined “continuous” period of, for instance, two or three months.