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Tennessee Waiver of Special Meeting of Board of Directors - Corporate Resolutions
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Multi-State
Control #:
US-0020-CR
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Word;
Rich Text
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FAQ
If the special meeting is an executive or emergency meeting, notice requirements are different. Calling the Meeting. Unless otherwise provided in the articles or bylaws, board meetings may be called by the president or any vice president or the secretary or any two directors.
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.
Calling to Order and Adjourning: The chair calls the meeting to order at the set time, when a quorum is present. No motion is necessary to convene the meeting; however, the chair typically calls for a motion to adjourn at the closure of the meeting.
Typically either the president or a majority vote of the board (or both) can call a special meeting. You need to give proper notice to members and, of course, you need a quorum to do business. The procedure should be spelled out in your bylaws.
Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors.
At an ordinary meeting, you can deal with virtually any business except things which require special notice, or matters which the law or the Constitution dictates can only be dealt with at a special meeting. A special meeting is usually called a Special General Meeting (SGM) or an Extraordinary General Meeting (EGM).
The Brown Act requires that agendas for regular meetings be posted at least 72 hours before the meeting begins, to give the public time to see the notice and plan to attend. Special Meetings are held to deal with specific business so urgent it cannot wait till the next regularly scheduled meeting.
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.
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.
Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors.
