How Corporate Secretaries Should Handle Requests for Notice
Corporate Secretaries are responsible for several important activities, not the least of which is handling requests for notice. Preparing, reviewing, and handling these requests can be complicated, but understanding how to do so accurately is critical to ensuring the meeting is handled legally and professionally.
Here is what you need to know about handling requests for notice and how doing so ultimately effects the accuracy of your meetings.
How Corporate Secretaries Manage Requests for Notice
Under almost all circumstances, it is the Corporate Secretary’s job to either prepare and send out, or oversee the process of, providing notice of official corporate meetings. Corporate officers, directors, shareholders, managers and members should not give notice, unless the Corporate Secretary cannot do so – typically due to incapacity or a severe conflict of interest.
Instead, officers, directors, shareholders, managers and members should make a formal written request of the Corporate Secretary to give official notice of the meeting.
Upon receipt of an official meeting request, the Corporate Secretary is required to:
- Confirm that the person requesting the meeting has the authority to do so, (not all officers or shareholders have this authority).
- Draft corporate resolutions before the meeting to clarify the subject and facilitate discussions.
- Prepare and send out the office notice of the meeting, which may include proposed resolutions, and supporting documents.
If needed, the Corporate Secretary may consult with legal counsel.
Requests for an official meeting should include the reason the meeting should be held, and include the topics to be considered, proposed actions, and resolutions.
Requirements for Notice
Meetings of Directors, Shareholders, Managers or Members (official corporate meetings) can only be held pursuant to written notice, or pursuant to a signed written waiver of that notice.
For stock and non-profit corporations, the specific notice requirements should be stated in the corporation’s Bylaws. For limited liability companies, look in the Operating Agreement. Typically, at least thirty (30) days written notice is required.
Notices should always include:
- The date, time and location of the meeting
- The anticipated duration of the meeting
- The names of attendees
- The proposed agenda (topics to be considered, proposed actions and resolutions)
It is also a best practice to include provisions for covering other items beyond the scheduled agenda.
If held pursuant to notice, the minutes should incorporate the notice by reference, and the original document, signed by the Corporate Secretary, should be placed in the company’s minute book.
If held pursuant to a waiver, the minutes should incorporate the waiver by reference, and the waiver, signed by each director, shareholder, manager, or member (depending upon the type of meeting held) should be placed in the corporate Minute Book.
Ensuring that requests for notice are handled according to local by-laws and corporate standards is critical to making sure your company is on solid legal ground. Keeping accurate records of these notices and your minutes, is another task in and of itself. In order to make the most of your record keeping, it helps to use software that can keep you organized.
Minute Creator can help. This simple software tool can help your corporate secretary stay on top of requests for notice, minutes, and such. You can now use MinuteCreatorTM to draft, store, upload, and retrieve your minutes right from your office or home. Click here to learn more.
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