Washington Waiver of Annual Meeting of Board of Directors - Corporate Resolutions

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Multi-State
Control #:
US-0019-CR
Format:
Word; 
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Description

Form with which the Directors of a corporation waive the necessity of an annual meeting of directors.


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FAQ

An annual general meeting, or annual shareholder meeting, is primarily held to allow shareholders to vote on both company issues and the selection of the company's board of directors. In large companies, this meeting is typically the only time during the year when shareholders and executives interact.

The Directors shall attend Board Meetings in person. If unable to attend, a Director may appoint another Director to attend on his behalf by proxy which specifies the scope of authorization; any appointee shall not act as proxy for more than one Director.

There are two types of general meetings: Annual General Meetings and Extraordinary General Meetings. There is no requirement for a private company to hold an AGM, though some companies' articles, drafted when there was a statutory requirement to hold an AGM, will still provide for one to be held.

Shareholder meetings are a regulatory requirement which means most public and private companies must hold them. Notification of the meeting's date and time is often accompanied by the meeting's agenda.

The annual shareholder and director meetings are typically held after the end of the corporation's fiscal year, with more details such as time and location dictated by the corporation's bylaws. Often, the shareholders meeting and directors meeting are held back-to-back.

Meeting Requirements for Corporations. State laws and a corporation's bylaws will dictate specific meeting requirements for corporations. In general, however, most corporations are required to have at least one shareholders' meeting per year. Corporations are also required to prepare and retain minutes of these meeting

The Annual Shareholders Meeting The annual shareholder meeting is where the shareholders of a corporation gather to discuss and vote on important issues facing the company. The annual corporate shareholder meeting is also referred to as a general meeting or a stockholder meeting.

Under what circumstances does the business of the meeting need to be communicated to regulators. Unlike general meetings where member attendance is optional, directors have a duty to be present for board and committee meetings as a part of their duties and responsibilities and to participate in decision making.

Put simply, a person elected to the Board of Directors is either on the Board or he's not. There is no option to take a leave of absence.

What happens if the corporation does not hold an annual shareholder meeting or written consent action? If a corporation fails to hold an annual meeting, one consequence is that the shareholders may seek a court order to hold a meeting and elect directors.

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Washington Waiver of Annual Meeting of Board of Directors - Corporate Resolutions