Indiana Waiver Annual Meeting of Directors

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Multi-State
Control #:
US-ENTREP-0077-1
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Description

An annual board of directors meeting waiver of notice isa document that directors sign to agree to hold an annual meeting despite a lack of formal notice. The waiver should be included with the annual meeting minutes and added to the corporate book.

How to fill out Waiver Annual Meeting Of Directors?

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FAQ

A corporation must hold an annual meeting to elect directors, but its governing documents will provide for an annual meeting (and, depending on the corporation, other periodic meetings) and special meetings (called as needed). Properly Called / Formalities Satisfied.

As of August 1, 2022, amended Section 102(b)(7) allows a corporation's certificate of incorporation to include a provision exculpating Section 3114(b) officers (including the president, CEO, and CFO) for a breach of the duty of care. Amendment to Delaware General Corporation Law Section 102(b)(7) stubbsalderton.com ? amendment-to-delaware-gen... stubbsalderton.com ? amendment-to-delaware-gen...

Meetings of stockholders. (a)(1) Meetings of stockholders may be held at such place, either within or without this State as may be designated by or in the manner provided in the certificate of incorporation or bylaws, or if not so designated, as determined by the board of directors. Delaware Code Title 8. Corporations § 211 | FindLaw FindLaw ? ... ? Title 8. Corporations FindLaw ? ... ? Title 8. Corporations

Ing to Section 211 of the Delaware General Corporation Law (DGCL), a stockholder meeting should be held annually to elect directors and to transact any other proper business. DGCL § 211(b).

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§ 312. Revival of certificate of incorporation. (a) As used in this section, the term ?certificate of incorporation? includes the charter of a corporation organized under any special act or any law of this State. Title 8 - Delaware Code Delaware Code (.gov) ? title8 Delaware Code (.gov) ? title8

(b) Unless directors are elected by written consent in lieu of an annual meeting as permitted by this subsection, an annual meeting of stockholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the bylaws. Delaware General Corporation Law, Section 211 The Shareholder Forum ? e-mtg ? Library The Shareholder Forum ? e-mtg ? Library

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Indiana Waiver Annual Meeting of Directors