Section 23: Proceedings of Board
Section 23 sets how the Board conducts its own meetings and authenticates its orders, and includes a practical safety net: minor procedural defects or vacancies don't automatically invalidate what the Board has already done.
Quick summary
What Section 23 says
- Sub-section (1) — the Board shall observe such procedure in regard to the holding of and transaction of business at its meetings, including by digital means, and authenticate its orders, directions and instruments, in such manner as may be prescribed.
- Sub-section (2) — no act or proceeding of the Board shall be invalid merely by reason of (a) any vacancy in, or any defect in the constitution of, the Board; (b) any defect in the appointment of a person acting as the Chairperson or another Member of the Board; or (c) any irregularity in the Board's procedure that doesn't affect the merits of the case.
- Sub-section (3) — when the Chairperson is unable to discharge her functions owing to absence, illness or any other cause, the senior-most Member shall discharge the Chairperson's functions until the date the Chairperson resumes her duties.
Breaking it down
Digital-first is built into the Board's meeting procedure from the outset. Sub-section (1) explicitly contemplates meetings “including by digital means,” consistent with the Act's broader emphasis (echoed in Section 28(1)) on the Board functioning as a digital office.
Sub-section (2) exists specifically to prevent technicalities from undermining substantive decisions. Its three protections cover different scenarios: a vacancy or constitutional defect in the Board itself, a defect in how a particular individual was appointed, and a procedural irregularity in how a specific matter was handled — in each case, the Board's action stays valid as long as the underlying merits weren't affected. This is a standard and important safeguard for any multi-member statutory body, since without it, a single appointment technicality could retroactively unravel completed proceedings.
Continuity of leadership is built in via sub-section (3). The senior-most-Member succession rule means the Board doesn't grind to a halt or lack a functioning head just because the Chairperson is temporarily unavailable — whether from illness, absence, or otherwise.
Why this section matters
A regulator that could be paralysed, or have all its past decisions cast into doubt, by a minor appointment defect or a temporary leadership gap would be an unreliable one. Section 23 is a structural safeguard ensuring the Board's decisions carry lasting authority even through ordinary administrative hiccups.
Real-world example
Why the validity safeguard matters in practice
Suppose a technical defect is later discovered in how one Member was originally appointed to the Board, years after that Member participated in dozens of enforcement decisions.
- Without sub-section (2) — every decision that Member participated in could potentially be challenged and unravelled based purely on the appointment defect, regardless of whether the decisions themselves were sound.
- With sub-section (2)(b) in place — those past decisions remain valid on their merits — the appointment defect doesn't retroactively invalidate the Board's completed work.
- Separately, if the Chairperson falls ill for an extended period — sub-section (3) ensures the senior-most Member can keep the Board functioning by discharging the Chairperson's duties in the interim.
Who needs to care about this section
- Parties with matters before the Board — sub-section (2) means a procedural irregularity that doesn't affect the merits generally isn't grounds to challenge a Board decision.
- The Board's own administrative staff — responsible for following the prescribed meeting and authentication procedures under sub-section (1).
Common questions
Can a Board decision be challenged just because of a minor procedural irregularity?
What happens if the Board Chairperson is unavailable for an extended period?
Does the Board have to meet in person?
Related sections
Section 24 — Officers and Employees of Board
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Read Section 24Section 22 — Resignation by Members and Filling of Vacancy
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