Once a company files its articles of incorporation with state authorities to establish a corporation, the shareholders should hold an initial organizational meeting. That meeting serves to elect officers, ratify bylaws, and agree on a series of other administrative decisions. However, before that meeting occurs, the participants need to be notified (usually several days in advance).
If starting the corporation is time-sensitive that the notification period could compromise operational performance, it can be waived with a Waiver of Notice of Initial Directors Meeting. With the notice, the initial meeting participants agree they don't need to wait and understand when and where the meeting will take place.
A Waiver of Notice of Initial Directors Meeting is a legally-binding document committing the signatories to opt-out of the typical notice period required before an initial organizational meeting can occur for a corporation. Typically, the signatories waive their right to have advance notice of the meeting (10 days in most cases) and attest they're aware of the time and place of the meeting.
Without the agreement of all shareholders or officers whose presence is required at the organizational meeting, the meeting will not be valid. In many cases, the initial meeting is only a matter of formality. A Waiver of Notice of Initial Directors Meeting is an excellent way to expedite the act of incorporation.
Depending on your state, a Waiver of Notice of Initial Directors Meeting may also be known as:
Initial Directors Meeting Notice Waiver
Organizational Meeting Notice Waiver
Waiver of Notice of Organizational Meeting
Any corporation needing to expedite starting operations uses a Waiver of Notice of Initial Directors Meeting to forego the waiting period leading up to the initial meeting. If the directors or other meeting participants are difficult to reach, the waiting period could extend for months, potentially jeopardizing a business opportunity.
Moreover, if the participating directors don't need time to prepare for an initial organizational meeting, only statutory reasons prevent the meeting. In that situation, a waiver of the notice period makes sense since it saves everyone the otherwise needless time wastage.
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A Waiver of Notice of Initial Directors meeting needs to have several elements outlined to ensure none of the directors can challenge it later and potentially invalidate the organizational meeting. With our proprietary form generator, all you need to do is answer a few simple questions about the directors and the meeting. We will generate a document fitting the regulations in your jurisdiction.
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To create your document, please provide:
Governing State: The state whose laws govern the terms of the Waiver of Notice of Initial Directors Meeting
Date: The date when the waiver of notice is being executed
Company Information: The name and address of the corporation holding the meeting and the legal structure of the corporation
State of Formation: The state where organizational documents for the corporation were filed
Group: The group present at the meeting (directors, shareholders, and officers) and whether all the members execute the waiver
Meeting Details: The date, time, and location of the planned organizational meeting
Shareholder: An individual or entity owning shares of stock in the corporation, also referred to as a member of the corporation
Incorporator: A person or group of people who organized the corporation and filed the articles of incorporation
Director: A member of a corporation's governing body (the board of directors) who manages the corporation's business and has authority to act on its behalf
Waive Notice: An agreement for specific legal procedures to happen without giving formal notification to the participants that would otherwise be needed
Officer's Resolution: A decision or action decided and authorized by the members or managers of a corporation
To be legally valid, the Waiver of Notice of Initial Directors Meeting needs to be signed by all the directors present at the meeting and waiving their right to a formal notice. The signatures do not need to be notarized or witnessed.
However, it's a good idea to sign it in the presence of a notary public since any business conducted at the initial organizational meeting could be invalidated if the waiver is successfully challenged at a later date.
Once signed, file a copy of the Waiver of Notice of Initial Directors Meeting with any other corporate records. It's recommended to keep the Waiver of Notice of Initial Directors Meeting and similar documents for at least seven years and, if possible, for the corporation's entire lifetime. Distribute a signed copy to each of the directors who sign the waiver for their records upon request.
The Waiver of Notice of Initial Directors Meeting does not need to be filed with any state or federal authority or recorder.
The basic formalities of a company are discussed and determined during an organizational meeting. It typically follows a standard agenda along with any additional points related to the specifics of the company.
The members don’t need to hold the meeting in person but need to sign off on the decisions made during the meeting. Usually, the points discussed include reviewing and accepting the articles of incorporation, electing corporation officers, adopting a banking resolution, and other administrative tasks germane to the corporation’s formation.
No. Organizational meeting minutes, as well as the Waiver of Notice of Organizational Meeting, are internal company documents. They’re introduced into the company’s minute book but don’t need to be filed with any state or federal regulatory body.
Typically, yes. However, the members may choose to introduce a clause into the operating agreement of the corporation that specifically eliminated the requirement of giving notice prior to organizational meetings. Other meeting notices can be similarly removed if all the members agree to it in writing.
In the context of a small to medium-size corporation, the forming members agree to the meeting details. Large corporations typically appoint a steering committee formed by high-level executives who assign the meeting.
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