Section 23 — Proceedings of Board

Sections 18 through 22 establish who the Board is and who sits on it. Section 23 is about how it actually runs its business once it's constituted — the mechanics of meetings, and a set of protections that stop procedural defects from unravelling decisions the Board has already made.

Meeting procedure, prescribed rather than fixed — 23(1)

The Board observes whatever procedure gets prescribed for holding and transacting business at its meetings, including by digital means, and authenticates its orders, directions and instruments in whatever manner gets prescribed. Section 28(1) separately requires the Board to function, as far as practicable, as a digital office — this sub-section is what lets meetings themselves happen digitally rather than only the complaint-handling side of the Board's work.

What doesn't invalidate an act or proceeding — 23(2)

No act or proceeding of the Board is invalid merely because of: (a) a vacancy in, or a defect in the constitution of, the Board; (b) a defect in the appointment of a person acting as Chairperson or another Member; or (c) an irregularity in procedure that doesn't affect the merits of the case. This is a curative provision common to Indian statutory bodies — it stops an affected party from overturning a substantively correct decision purely by pointing to an unrelated procedural or appointment defect elsewhere in the Board's makeup.

Who acts when the Chairperson can't — 23(3)

When the Chairperson is unable to discharge her functions because of absence, illness, or any other cause, the senior-most Member discharges the Chairperson's functions until the Chairperson resumes her duties. This keeps the Board functioning continuously without needing a fresh appointment or an emergency notification every time the Chairperson is temporarily unavailable.

Why this matters in practice

The curative rule in 23(2)(c) is worth reading carefully alongside its own limit — it only protects an irregularity that doesn't affect the merits of the case. A procedural defect serious enough to actually change the outcome isn't automatically cured just because this sub-section exists; the "doesn't affect the merits" qualifier is doing real work, not just decorative language. For a Data Fiduciary contesting a Board order, that distinction is where a genuine procedural challenge and a doomed technical one part ways.

Illustration: if it later emerged that one Member's appointment had a technical defect, a penalty order the Board issued while that Member sat on the panel isn't automatically void under 23(2)(b) — the order stands unless the underlying merits of the case were actually affected, which a bare appointment defect, on its own, typically wouldn't show.

How Section 23 connects to the rest of the Act

Section 19's composition and Section 21's disqualification grounds are exactly the kind of defects 23(2) is built to be resilient against. Section 28 governs the substance of how the Board conducts an inquiry once a complaint reaches it — Section 23 is about the Board's internal meeting mechanics, which sit alongside, not instead of, Section 28's inquiry procedure.