What is a Board of Directors Meeting?
There are two types of board of directors' meetings: (a) regular - these meetings take place at a fixed date as provided for in the By-Laws; and (b) special - this comprises all other meetings of the board of directors.
As is the case with shareholders' meetings, directors must be notified of every meeting of the board of directors, subject to a few exceptions. In most cases, the By-Laws stipulate that notice must be given by the corporation's secretary upon instruction by the president, vice-president or any number of directors. The meeting can be validly held without notice if either all the directors are present or a director waives the notice requirement in writing. The notice does not have to specify which matters are to be discussed during the meeting, unless there are provisions to the contrary in the By-Laws.
Annual Meetings
The board of directors typically meets at least twice a year, before and after the annual shareholders' meeting. At the first meeting, the directors study the reports to be given to the shareholders and they adopt the balance sheet that they will present to the shareholders. At this meeting, a resolution is adopted which authorizes the directors to sign the balance sheet on behalf of the board. The directors then convene the annual shareholders' meeting.
The subsequent meeting usually takes place immediately after the closing of the shareholders' meeting. The newly elected or re-elected directors meet to elect the officers for the coming year and if the shareholders decide not to elect an auditor, an accountant is appointed by the board.
Special Meetings
A meeting of the board of directors can also take place anytime during the year. They can be held for a number of reasons which include:
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