WHAT IS A WAIVER OF NOTICE OF THE FIRST BOARD MEETING?
When the board of directors is going to have a meeting, after calling the meeting, it must give notice to all the directors regarding the time and place of the meeting. However, this notice requirement may be waived by each director. In order to waive their right to notice of the first meeting, each director must sign a waiver of notice or consent to the holding of the meeting, or an approval of the minutes of the meeting.

You can quickly and easily prepare a waiver of notice of first board meeting using the Intelligent Questionnaire for Waiver of Notice of First Board Meeting.


IS A WAIVER OF NOTICE NECESSARY?
If notice of a meeting is actually provided, a waiver is not necessary. However providing notice to all the directors could be cumbersome. It is usually much easier to have all the directors sign a waiver and avoid providing notice altogether.

Further, often times there can be confusion as to who has or has not received proper notice. Therefore, in the case that some directors do not attend the meeting, it is best to have those absent directors sign a waiver of notice (actually, it's better practice to just have everyone sign the waiver). This way, as long as a quorum of the directors was present, any action taken at that meeting is valid.


HOW IS A BOARD MEETING DIFFERENT THAN ACTION BY WRITTEN CONSENT?

An actual board meeting is when the board members meet and vote upon the resolutions to be made. Unanimous agreement among the board members is not required to pass a resolution. A document called Minutes of the First Board Meeting is generated, which only needs to be signed by the secretary of the corporation.

If the board takes action by written consent, there is no actual meeting and there is no voting. Instead, UNANIMOUS agreement among all the board members is required to pass a resolution. A document called Action By Unanimous Written Consent is generated, which must be signed by ALL the board members of the corporation.

The functionality of each method depends upon the ability of all the board members to meet, and whether or not all the board members are in agreement about all the issues required to complete the formation of the corporation.


DO I NEED TO ENTER THE MEETING DETAILS?

Yes. You should know the time and place of the meeting if you are preparing a waiver of notice of first board meeting. If the meeting time and place has not yet been set, come back to this step after the meeting details have been decided. You can prepare this document before the meeting and take it to the meeting for everyone's signature.


WHAT HAPPENS TO THE WAIVERS AFTER THEY ARE SIGNED?
Pursuant to California Corporations Code section 307(a)(3), waivers of notice must be filed with the corporate records or made a part of the minutes of the meeting.


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