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Massachusetts Waiver of Special Meeting of Board of Directors - Corporate Resolutions
State:
Multi-State
Control #:
US-0020-CR
Format:
Word;
Rich Text
Instant download
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FAQ
A Meeting may be held at the Registered Office of the company or at any other place, including a remote place. A Meeting may be held in India or abroad. In case the Articles provide for a specific place/city in which the Meetings should be held, the Meetings should be held only at that place/city.
What Is the Difference Between a Resolution and Minutes? Meeting minutes describe actions taken during a meeting, while a resolution describes actions that a corporation's board of directors have authorized.
Written resolutions give the directors greater flexibility in making decisions, as the directors don't have to be present at a board meeting. Directors' decisions made by written resolution must be unanimous.
Although general meetings for shareholders or board meetings for directors are normally required to pass resolutions, some decisions can be passed in writing without the need for a meeting.
In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement. For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee.
The general rule is that all directors are entitled to attend board meetings.
A Board Resolution is a formal document that helps to identify the roles of corporate offices and the result of any votes or decisions the board makes regarding the company. Usually, they are written when a new member is voted into the board.
Most special meetings involve director elections, which typically work pursuant to a less-restrictive plurality standard, rather than a majority standard.
Legal Definition of special meeting : a meeting held for a special and limited purpose specifically : a corporate meeting held occasionally in addition to the annual meeting to conduct only business described in a notice to the shareholders.
In either case, you'll need to include the following information in a corporate resolution form: Date and place of the vote on the resolution. Effective date of the resolution if the resolution is approved. Name of the company and the state in which the company is incorporated.
