Board meetings are regular meetings of the board of directors where strategic discussions about the company or organization occur. For these gatherings to happen, meeting notices are sent to board members.
This article will shed light on the board meeting notice, focusing on what it means, what it contains, and what are its main requirements. We’ll also answer some frequently asked questions about these special meetings.
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Visit WebsiteWhat is the board meeting notice?
A board of directors meeting notice is a document that informs a board member about a special meeting with other directors to discuss company matters. It could be a virtual board meeting using video conference or an in-person meeting at the company boardroom or other stated meeting location.
The written notice is an invitation to directors, and only those invited can attend. Also, the notice must follow the state business laws, especially those for corporate governance. Finally, the notice must equally comply with the issuing company’s bylaws to have value.
There are different types of notices for board meetings. They include the following.
Regular and special meetings notice
The board of directors releases the regular meeting notice before or at the beginning of a new fiscal year. It states the month each meeting will be held and is sent by mail to each director by an authorized officer. Regular meetings can be held monthly or quarterly; if there is any change to the already agreed date, it must be communicated days prior to the session. The company’s bylaws or state bylaws stipulate the number of days of advanced notice.
On the other hand, special meeting notices are sent out for specific reasons. The board can send a special notice if they want to hold an unscheduled shareholders’ meeting to discuss an urgent matter. In such meetings, only the agenda items can be discussed.
Emergency meetings notice
These notices are sent when immediate official action is needed. When sending notices for this type of meeting, it must be done in a timely manner to give attendees adequate time to prepare. However, note that notices for emergency meetings are only sent if the bylaw allows it.
Annual meeting notice
Most annual meetings are for shareholders and are usually planned. Like regular meeting notices, this notice is sent to all who will be in attendance at the beginning of the fiscal year. In addition, depending on the company or association’s bylaws and state laws, annual meeting notices can be posted on the company or association business’ website.
Board meeting notice requirements
Generally, state laws and company bylaws stipulate meeting notice requirements. This section will discuss the requirement for a notice of board meeting of the board of directors.
Firstly, regular board meeting notices must be provided for in the bylaws before the company or association can create one. However, for special meetings, it is good practice to give four days’ notice by first class mail or 48 hours’ notice personally delivered or by telephone. Delivery could also be via voice messaging or electronic transmission, like email.
If a director provides a waiver of notice, agrees to the meeting schedule, or approves the minutes in writing, they do not require a notice of board meeting. Also, they cannot object later if they did not get a notice but attended the meeting and failed to protest the lack of notification.
Tip: Running a board meeting script is an excellent way to ensure a well-organized and productive meeting. A pre-prepared script can serve as a comprehensive guide for the chairperson, outlining the sequence of events, topics to be discussed, and key points to cover.
What’s included in a notice of meeting?
Here’s what a notice of board of directors meeting should have.
Company name
The top of the notice should list the company name using the company’s officially registered name.
Type of meeting
Whether regular or special meetings, annual or emergency meetings, the notice must clearly state what type it is.
Meeting participants
The notice must also state the invited attendees — because they are the ones who will receive the information. These classes of persons are the board of directors, shareholders, board managers, and corporate officers.
Date of the meeting
Add the meeting date, and it should comply with the timeframe stated in the bylaws. Ensure you send the notice early to give attendees time to plan for it.
Date of the notice
Aside from the meeting date, you must date the notice. Doing this shows when the notice was sent out in case of any disputes.
Time of the meeting
The notice of the board of directors meeting should also have the time. Ensure the chosen hour is convenient for participants and does not conflict with other company plans.
Purpose of the meeting
Next, state the ‘why’ of the meeting. No two meetings are the same, and the agenda will always differ. Adding the meeting purpose lets those attending know what will be discussed so they can prepare for it.
Telephone or video conference options
As mentioned, board meetings aren’t always in-person. Also, some board members may prefer to attend by telephone or through video conferences because of their location.
Therefore, check the company bylaws to see if this is allowed and, if so, include it in the meeting notice. Then add the phone number for dialing in or a hyperlink and passcode for video conferences. If it is a paperless board meeting, also mention it in the notice.
The meeting agenda
Add the list of topics to be discussed during the meeting or voted on. It should also include the approval of the meeting minutes from the last board meeting. If you don’t know how to write a board meeting agenda, check out our board meeting agenda template.
Name and title of the notice sender
Usually, the company or association secretary sends the board meeting notice. They are also responsible for writing the notice. Therefore, they include their name, title, and signature in the notice.
Conclusion
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Visit WebsiteFAQs
What should a board meeting notice contain?
A board meeting notice should list the company name, type of meeting, meeting participants, meeting date, date of the notice, and time. It must also have the meeting purpose, location, agenda, and title of the sender and whether participants can join via telephone or video conference.
How much notice must be given for a board meeting?
There is no clear stipulation for how long a notice should be. The notice of meeting for board members is stated in the company bylaws or state corporate governance rules and should be complied with. This could be from 4-60 days.
How to write a notice of meeting?
Writing a notice of meeting is straightforward and does not involve complexities. First, follow the above guideline and ensure it contains everything a meeting notice should have. Then use clear and unambiguous language to summarize the key points addressed.
What is reasonable notice for a board meeting?
Reasonable notice for a board of directors meeting gives every person attending enough time to prepare. This includes time to travel for those who will and time to review the documents to be discussed during the meeting. Also, reasonable notice is one that any “reasonable person” would accept under the given circumstances.
What information is supposed to be listed on a board of directors meeting notice?
A board of directors meeting notice must contain the name of the company and state the type of meeting to be held. Also, it should have the names of the people attending the meeting, the date and time, the date the notice was issued, and what will be discussed. It should state whether the meeting will be held online or onsite, the location, and contain the name of the company secretary and their title.