Once a company files the articles of incorporation with state authorities establishing a corporation, the corporation members typically complete the formation at an organizational meeting. Before that meeting takes place, each of the meeting's participants should be notified in advance and the meeting following the notification period.
If the intended participants of the organizational meeting waive the notice period, they can do so in writing with a Waiver of Notice of Organizational Meeting. Even if the members informally agree to hold a meeting without notice, signing a waiver of notice is essential in avoiding misunderstandings in the future.
A Waiver of Notice of Organizational Meeting is a legally binding document committing the signatories to opt-out of the typical notice period required before an initial organizational meeting takes place to form a corporation. Typically, this meeting follows a notice period as prescribed in state regulations or bylaws of the company. The waiver eliminates the waiting period so that the meeting can be held immediately.
During the initial formation of a company, there may not be enough time to properly notify all the members of an organizational meeting and wait until after the notice period. The Waiver of Notice of Organizational Meeting constitutes an alternative to proper notice in which all the members attest they're aware of the meeting and when it will take place.
Depending on your state, a Waiver of Notice of Initial Member Meeting may also be known as:
Initial Member Meeting Notice Waiver
Organizational Meeting Notice Waiver
Company Organizational Meeting Waiver of Notice
Organizing members of a corporation use A Waiver of Notice of Organizational Meeting to waive the required waiting period and confirm that each member is aware of the meeting's time and place.
Furthermore, members of a corporation who don't want or need to be heavily involved in the formation process request a waiver to reduce the amount of paperwork they receive. Without a waiver, each member must receive a formal notice for the meeting before it takes place, requiring their approval.
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To ensure your Waiver of Notice of Organizational Meeting is valid, it needs to accurately convey the members' wishes to waive the notice period. With our proprietary form generator, all you need to do is answer a few simple questions about the directors and the meeting. We will generate a document complying with the regulations in your jurisdiction.
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To create your document, please provide:
Governing State: The state whose laws govern the terms of the Waiver of Notice of Organizational Meeting.
Date: The date when the waiver of notice is being executed.
Company Information: The company's name and address holding the meeting and the legal structure of the company.
State of Formation: The state where organizational documents for the company were filed.
Group: Select the group holding the organizational meeting (directors, shareholders, managers, or incorporators.)
Members: Choose whether all members execute the waiver and provide the full name and address of each member along with an authorized representative of the member as applicable.
Meeting Details: The date, time, and location of the planned organizational meeting.
Executed in Counterparts: A clause allowing separate copies of the document to be signed in different locations with each copy considered an original. All the copies together form an executed waiver.
Articles of Organization: A document describing the necessary details about a company as required by state regulations filed with state authorities to prove the company exists.
Membership Interest: An ownership member's share of the profits and losses of the corporation.
Waive Notice: An agreement for specific legal procedures to happen without giving formal notification to the participants that would otherwise be needed.
Adjourn: To formally end a meeting.
To be legally valid, the Waiver of Notice of Organizational Meeting needs to be signed by all waiving participants of the scheduled meeting. The signatures do not need to be notarized or witnessed. However, it can be a smart idea to sign it in the presence of a notary because any business conducted at the initial organizational meeting could be invalidated if the waiver is successfully challenged at a later date.
Once signed, file a copy of the Waiver of Notice of Organizational Meeting with other company records. It's recommended to keep the waiver and similar documents for at least seven years and, if possible, for the company's entire lifetime. Once the organizational meeting adjourns, attach a copy of the waiver to the meeting minutes.
Distribute a signed copy to each of the members who sign the waiver for their records upon request.
The Waiver of Notice of Organizational Meeting does not need to be filed with any state or federal authority or recorder.
The basic formalities of a company are discussed and determined during an organizational meeting. It typically follows a standard agenda along with any additional points related to the specifics of the company.
The members don’t need to hold the meeting in person but need to sign off on the decisions made during the meeting. Usually, the points discussed include reviewing and accepting the articles of incorporation, electing corporation officers, adopting a banking resolution, and other administrative tasks germane to the corporation’s formation.
No. Organizational meeting minutes, as well as the Waiver of Notice of Organizational Meeting, are internal company documents. They’re introduced into the company’s minute book but don’t need to be filed with any state or federal regulatory body.
Typically, yes. However, the members may choose to introduce a clause into the operating agreement of the corporation that specifically eliminated the requirement of giving notice prior to organizational meetings. Other meeting notices can be similarly removed if all the members agree to it in writing.
In the context of a small to medium-size corporation, the forming members agree to the meeting details. Large corporations typically appoint a steering committee formed by high-level executives who assign the meeting.
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