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Wisconsin Waiver of Special Meeting of Board of Directors - Corporate Resolutions
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Multi-State
Control #:
US-0020-CR
Format:
Word;
Rich Text
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FAQ
Although general meetings for shareholders or board meetings for directors are normally required to pass resolutions, some decisions can be passed in writing without the need for a meeting.
If there's not enough time for a formal meeting notice, directors can opt to sign a waiver and hold the meeting without notice. The waiver ensures that all directors agree to hold the meeting and abide by the actions that take place.
Written resolutions give the directors greater flexibility in making decisions, as the directors don't have to be present at a board meeting. Directors' decisions made by written resolution must be unanimous.
A waiver of notice is a legal document that states a board member agrees to waive the formal notice, and it must be signed by the board member. Organizations will have different rules based on the type of meeting, such as the first meeting, special meetings, emergency meetings, and executive sessions.
A Board Resolution is a formal document that helps to identify the roles of corporate offices and the result of any votes or decisions the board makes regarding the company. Usually, they are written when a new member is voted into the board.
When a board resolution is passed by a simple majority, it is called an ordinary resolution. Votes cast in favor are more than the ones against. A resolution with a majority of just over 50% of the quorum is considered passed. For example, 6 'yes' votes out of 10 are considered a majority.
What is a special resolution? Special resolutions - also known as 'extraordinary resolutions' - are needed for more important decisions or those decisions affecting the constitution of a company. These require at least 75% of the shareholders or directors to agree - and in some situations as much as 95%.
What is a Waiver of Notice? A waiver of notice is an agreement that allows people to conduct certain legal procedures without giving formal notification that he or she is going to do so.
What Is the Difference Between a Resolution and Minutes? Meeting minutes describe actions taken during a meeting, while a resolution describes actions that a corporation's board of directors have authorized.
