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What is the Notice of Meeting?
A notice of meeting is a written document that informs a board of directors and other members of a company that a shareholders meeting, or corporate action, is going to take place.
A notice of meeting can be thought of as an invitation to the corporate meeting because it informs interested parties about the time, place, and date of an upcoming meeting.
The company’s bylaws will designate an individual, usually the company’s secretary, to deliver the notice of meeting to the board of directors.
Types of Meetings That Require a Notice
Corporate meetings are required by most state’s business laws. The three types of meetings most commonly held that require a notice of meeting include:
- Regular Meetings: These meetings are usually accounted for in the company’s bylaws. They are held at regular intervals throughout the year like monthly or quarterly.
- Special Meetings: Special meetings do not occur on a regular basis and are called for a specific reason or topic. A detailed notice of meeting is especially important for a special meeting.
- Annual Meetings: Like regular meetings, annual meetings are also usually required by the state’s business laws and a company’s bylaws. Generally, shareholder meetings are annual meetings.
Click here to learn more about the legal concepts of notices.
How Do You Write a Notice of Meeting?
A notice of meeting does not have to be a complex document. Its function is to inform members of a company about the details of an upcoming meeting.
Your notice must follow state and company guidelines, but it should have your company name , the date and time of the meeting, the location of the meeting, an agenda , and notes .
For more information about how to prepare a notice of meeting, read this article.
What’s Included in A Notice of Meeting?
The following 11 key components are usually required to be included in a notice of meeting:
- Company Name: The name of the company should be at the top of the notice of meeting, and it should be written exactly how it appears on the incorporation documents.
- Type of Meeting: There are various kinds of meetings that a company may hold. These include regular meetings, special meetings, and annual meetings. Your notice of meeting should designate the type of meeting being held
- Meeting Participants: There are several interested parties in a company who will need to be informed that a meeting is scheduled and receive a notice of meeting. The most common participants include shareholders, the board of directors , members, corporate officers, and board managers.
- Date of the Meeting: The notice needs to include the date of the meeting. Your company documents should include a timeframe in which notice of meeting needs to be sent out. Usually, notices are sent out about 60 days before the meeting. You should give participants ample time to make arrangements to attend the meeting.
- Date of the Notice: In addition to the meeting date, your notice should also be dated so participants know when it was sent out.
- Time of Meeting: The notice of meeting should also include the time of the meeting. It is important to choose a time that is convenient for as many participants as possible to ensure the best attendance.
- Purpose of the Meeting: Different company meetings throughout the year will serve different purposes. Sometimes meetings are for approval of budgets while others are for declaring dividends. You can include the purpose of the meeting in the agenda on the notice, so participants know what to expect.
- Location of the Meeting: A company meeting can take place anywhere as long as it allowed under the company’s laws and state business laws. Generally, companies choose to hold meetings at their headquarters because this is most convenient for participants.
- The Option of Telephone or Video Conference Attendance: Some companies permit participants to attend the meeting telephonically or by video conference. If this option is available, the notice of meeting should include all information needed to log into the meeting. This could be a phone number or video conference hyperlink with a passcode.
- The Meeting Agenda: On the second half of the notice of meeting, you should include a meeting agenda in a list format. The agenda should include each topic that will be discussed or voted upon during the meeting. Usually the first agenda item is approving the meeting minutes from the previous meeting.
- Name and Title of the Sender of the Notice: In most companies, the secretary of the company or a company officer is responsible for drafting and sending out the notice of meeting. In addition to the company name, the name and title of the person sending the notice should also be included. This person will also have signing authority and be responsible for signing the notice of meeting.
Are you looking for an easy-to-use template for a notice of meeting? Click here to start drafting your own notice of meeting.
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Board Meeting Notice Requirements
Local state business laws and your individual company’s bylaws will dictate the requirements for corporate governance which includes notices of meetings.
In some states, you will not be required to have a notice of meeting for regular or annual meetings because they are scheduled ahead of time and reoccurring. However, if a special meeting is scheduled, you will need a notice of meeting.
Your corporate bylaws should also include rules for meeting notices. Some rules will include:
- Whether a notice of meeting is required for specific meeting types
- The timeframe in which the notice needs to be sent out
- The method of delivery of the notice which could include mail, email, hand delivery, or any other means
- Rules and requirements for a waiver of notice
If the company plans on distributing any materials at the meeting, these materials should also be included in the notice of meeting. This allows the board and other participants time to review exactly what will be discussed at the meeting.
Signature of an Authorized Officer
Depending on your state business laws, you may be required to have the notice of meeting executed by an authorized officer of your company. Whether or not the state or your corporate bylaws require a signature, it is good practice to include it on your notice.
If you have questions or concerns about your state’s business laws and what is required on your notice, you can contact a corporate lawyer for guidance.
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Jay Pink is an attorney who works with businesses and families on estate planning, and business law matters. Having his CPA license, and working in multiple family businesses over his career has positioned him to provide valuable insight on successful business operations. He has formed many entities - LLC's, Corps Partnerships and non-profit organizations.
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