Notice of Meeting Help Guide

When a company wants to call an official meeting to conduct important company business, it needs to send out a notice of meeting to the participants for that meeting. You may think of it as an invitation to the participants to attend the company meeting, and therefore, it contains the following necessary elements of a meeting invitation.

Company Name

Enter the company's name exactly as it appears on your articles of incorporation or articles of organization filed, or to be filed, with the state.

Meeting Type

Companies can have many different types of meetings. Generally, the most common meetings are as follows:

  • Regular meetings that are accounted for in the company's bylaws or organizational documents and often held at regular intervals such as monthly or quarterly.
  • Special meetings that are identified as out of the ordinary course of the company's business and do not reoccur on a regular basis.
  • Annual meetings that are often required by company documents and state law to be held once a year, such as shareholders' meetings.

You may enter your own type of meeting by selecting "Other" and typing in the meeting type that suits your company's needs.

Meeting Participants

Companies can have meetings for people holding many different titles. The most common meeting participants are as follows:

  • Shareholders
  • Board of directors
  • Members
  • Board of managers

You may enter your own meeting participants by selecting "Other."

Meeting Date

Remember that the notice of meeting should be drafted and sent well in advance of the actual meeting date and needs to satisfy the notice requirements for your company. The meeting date should not be too close to the notice date so that participants have to scramble unreasonably to make the meeting. It also should not be too far from the notice date so that the participants forget to attend the meeting. Notice times are generally different depending on the meeting type and type of participants. Be sure to consult your company documents.

Meeting Time

When setting the meeting time, the company should consider what time most participants would be available to ensure the maximum meeting attendance and participation.

Telephone or Video Conference Option

Companies may have participants attend the meeting via phone or video conference, if allowed by your company formation documents. Additionally, the company needs to be relatively certain that the phone or video participation will afford the participants the same opportunity to speak, object, vote, and do anything else required of them as if they were attending in person.

If the company decides to offer meeting participation through phone, it should set up a private phone line for the meeting time and supply to all participants the phone number and any access code needed. Likewise, if the company decides to offer meeting participation through video, it should set up a video conferencing link for the meeting time and supply the link or any access information to all participants.

Meeting Purpose

The company may inform the participants of the purpose or agenda for the meeting. For example, the meeting could be to "approve annual budgets," "discuss the delegation of authority or sell certain assets," and "consider declaring dividends."

Notice Date

This is the date that notice is provided to the participants. For example, if this notice is mailed out, the notice date is the post date. If this notice is posted at a common area, the notice date is also the post date. If this notice is hand delivered, the notice date is the date of delivery. The company should enter the date it reasonably believes that it will make this notice of meeting available to all participants, no matter the notice method.

Notice Sender's Name and Title

The notice of meeting is issued on behalf of the company, but it must be done by an actual person. Generally, this person is the company secretary or a company officer. Sometimes, the company's formation documents may require specific officers or directors to issue the notice, so you should always consult your company's formation documents for your requirements.

Once the company's requirements are identified, enter the full name and title of the person issuing this notice of meeting on behalf of the company. This is the same person who will sign the notice of meeting.

Final Steps

The company should deliver this notice to every participant according to the company's notice requirements. The details for notice requirements can usually be found in the company's formation documents, such as the corporate bylaws, shareholder agreement, LLC articles of organization, or other incorporation documents.

If the company somehow fails to provide proper notice to the participants in time as required, then all participants may still agree to ignore the notice requirements and proceed with the meeting by signing a waiver of notice form from LegalNature.

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