Overview of a Notice of Directors’ Meeting

What is a Notice of Directors’ Meeting?

Essentially, a Notice of Directors’ Meeting is a formal document issued to a company’s directors to notify them that a meeting has been scheduled. It is sometimes also referred to simply as a Notice of Meeting of Board of Directors or a Notice of Board Meeting.

Generally, a Notice of Directors’ Meeting should generally include information as to the time, date, and location of the meeting. However, the legal requirements may vary slightly between countries. It is customary to include a meeting agenda although not a requirement.

A company’s Articles of Association, bylaws, or Constitution, may also provide additional information with regards to the requirements of Notice of Directors’ Meeting and the relevant notification.

How much notice must be given for a Notice of Directors’ Meeting?

Typically, the specific notice period requirement can vary between jurisdictions. Also, between a company’s own Articles of Association, bylaws, or Constitution may also stipulate its own requirements.

The underlying concept is one of reasonable notice. It is generally sufficient for the recipient to be notified 48 hours before the meeting. Although it is a best practice to give longer notice.

Ordinarily, if there is a need to host a meeting sooner, it is referred to as an Emergency Meeting of the Board of Directors. Additionally, it is not usually subject to the same notice requirements.

Do I have to issue a formal Notice of Directors’ Meeting?

It is a formal requirement to notify a company’s Directors of an upcoming meeting of the board.

Note that in the case of regular meetings of the board, where a regular time and place for the meeting have been defined by the bylaws or the board, then notification is implied and there is no need to issue a formal Notice of Meeting of Board of Directors before every meeting.

It is however a best practice to still deliver a meeting reminder with an accompanying meeting agenda. This is especially important if there is anything controversial to be discuss during the board meeting.

How must I deliver the Notice of Meeting of Board of Directors?

The company articles may stipulate specific requirements. But, it is customary to accept most regular forms of communication (mail, email, telephone, fax, etc.).

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