There might be times during the year when you need to hold a corporate board meeting, or Directors meeting, to discuss and resolve any pending issues that affect your company. Perhaps you have an urgent matter that needs immediate attention, such as a financial issue that requires action in advance of your annual meeting, or you need to amend your Articles of Incorporation or make changes to your Corporate Bylaws. Regardless of the reason, you can hold a corporate board meeting at any time to ensure that all your Directors are involved in determining the best course of action for the good of the company and its Shareholders.
If your Directors have regular communication and a decision or action has unanimous agreement, you can make changes or resolve issues using a “Written Consent” in place of a meeting. Essentially, a Written Consent acts as legal proof of unanimous agreement and only requires the review and signatures of your Directors. Once all the Directors have signed the Written Consent document, simply place it in your Corporate Minute Book.
A small business or 1-person company in need of a corporate board meeting might choose to hold a “Paper Meeting” for convenience. The most common way to start a Paper Meeting is by having the Directors sign a “Waiver of Notice” to avoid having to send a written notification of the meeting (which is required by many states). Then, complete the meeting minutes and distribute a copy to each Director, along with an approval form. Once each Director has approved the minutes and any company decisions noted within them, file the minutes in your Corporate Minute Book. Paper Meetings are common among companies with good communication between Directors, who are usually in agreement of the direction of the company at any given time.
A large company may opt to hold a real meeting with all Directors present or participating by conference call. If holding a real meeting, you will need to notify your Directors in advance of the date, time and location (if they have not waived these requirements). You will also need to provide each Director with any paperwork that will be referenced during the meeting such as proposed resolutions or background information regarding any issues that need to be discussed and resolved. At the start of the meeting, take attendance to make sure that all Directors are present either in person or by phone. During the meeting, the company secretary should take notes, tally any votes related to business changes and organize all paperwork. After the meeting, the secretary will document the meeting and distribute copies of the meeting minutes to all Directors. As with any meeting, the minutes of your completed Corporate Board Meeting must be filed in your Corporate Minute Book for documented proof that the meeting took place and was conducted properly.
Holding Corporate Board Meetings and keeping documentation of all meeting activity will help your company remain compliant according to state laws. These meetings, when necessary, also act as a safeguard for your company.
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