A Virginia Waiver of Notice of Special Meeting of Directors is a legal document utilized by corporations to facilitate the waiver of notice for a special meeting of the board of directors in the state of Virginia. This waiver removes the requirement for providing advanced notice to directors regarding the meeting, allowing the board to convene and make decisions without the usual waiting period. The Virginia Code section 13.1-671 establishes the framework for the Waiver of Notice of Special Meeting of Directors in Virginia. According to this code, directors are entitled to notice of any special board meetings to ensure their presence and participation. However, circumstances may arise where it is impractical or unnecessary to provide notice. In such cases, a waiver of notice can be executed to expedite decision-making processes. There are two types of waivers commonly used in Virginia for special meetings of directors. The first type is an Express Waiver, where each director signs a written document explicitly waiving their right to receive notice. This waiver can be in the form of a standalone document or incorporated into meeting minutes. The second type is an Implied Waiver, which occurs when directors attend the special meeting without raising any formal objection or challenging the lack of notice. By their attendance, directors implicitly waive their right to notice. It is important to note that an implied waiver is generally less preferred due to the potential for future disputes or claims questioning the validity of the waiver. Keywords: Virginia, Waiver of Notice, Special Meeting of Directors, Virginia Code, directors, board of directors, notice requirement, legal document, decision-making processes, Virginia corporations, Virginia Code section 13.1-671, Express Waiver, Implied Waiver, written document, meeting minutes, attendance, objection, disputes, claims, validity.
Virginia Waiver of Notice of Special Meeting of Directors
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How to fill out Waiver Of Notice Of Special Meeting Of Directors?
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In general, companies require a letter or similar notification from investors having a sufficient number of shares, demanding a special meeting and stating the purpose for that meeting. The company can then set the date for the meeting, typically within a 30 to 90 day time period after receipt of the demand.
Special meetings of the shareholders may be called for any purpose or purposes, at any time, by the Chief Executive Officer; by the Chief Financial Officer; by the Board or any two or more members thereof; or by one or more shareholders holding not less than 10% of the voting power of all shares of the corporation ...
(i) Date, time and place of meeting; (ii) Purpose of the meeting; (iii) Notice of any special business to be conducted; (iv) Nature of special business in sufficient details; (v) The text of any special resolution or by-law to be submitted to the meeting; and (vi) Any additional details required by the by-laws or ...
We, the undersigned shareholder(s) of __________________, do hereby waive the requirement of notice of the shareholder meeting called to consider a merger (consolidation) of the bank with _________________. Additionally, we approve and consent to the merger (consolidation).
Usually, the ?call to meeting? must be issued by a specific officer (often the president) and sometimes requires the approval of the board. Some organizations allow a set number of members to submit a written request that requires the president to call a special meeting.
In addition to specifying the date, time, and location of the meeting, special meeting notices should make note of all agenda items. Unless the bylaws indicate something different, board members should only be discussing the business that was stated in the notice for the special meeting.
The notice of meeting should include a clear reference to shareholders' rights to appoint a proxy, or where the constitution so provides, to cast a direct vote. Voting forms should be drafted to ensure shareholders clearly understand how the chairperson of the meeting intends to vote undirected proxies.
A waiver of notice is a written acknowledgment from people eligible to attend a company meeting stating that they are giving up their right to receive formal notice of the meeting.
