Special Board Meeting of Corporation

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Kit with helpful forms and guidelines for conducting a special meeting of your corporation's board of directors.

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This Board of Directors Special Meeting Kit contains helpful tools and guidelines when a corporation must call a special meeting of the board of directors. The Bylaws must set forth that special meetings can be held and formal minutes must be taken. This kit will prove helpful in setting forth how the special meeting should be noticed and conducted.

This Board of Directors Special Meeting Kit for your state includes the following:
  • Notes Regarding Board of Directors Meeting
  • Special Board of Directors Meeting Checklist
  • Notice of Special Board of Directors Meeting
  • Affidavit of Mailing of Notice of Special Board of Directors Meeting
  • Waiver of Notice of Special Board of Directors Meeting
  • Minutes of Special Board of Directors Meeting

Protect yourself and your business by using our professionally prepared up-to-date forms.

This attorney-prepared packet contains:
  1. General Information
  2. Board of Directors Special Meeting Kit for use in your state
State Law Compliance: This form complies with the laws of your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Board of Directors Meeting
Special Meeting Kit







This Packet Includes:
1. General Information
2. Notes regarding Directors Meetings
3. Special Board of Directors Meeting Checklist
4. Sample Notice of Special Board of Directors Meeting
5. Sample Affidavit of Mailing of Notice of Special Board of Directors Meeting
6. Sample Waiver of Notice of Special Board of Directors Meeting
7.  Sample Minutes of Special Board of Directors Meeting





General Information
Board of Directors Meeting - Special Meeting Kit

This kit provides tools and guidelines for conducting your corporations special board of directors meetings.

The board of directors of a corporation transacts business as a group.  Each individual director has no authority to bind the corporation (unless the board of directors as a group has previously authorized him or her to exercise that power).  Even in a corporation with a single director, there must be formal records of meetings and of the resolutions adopted by the board.



NOTE:  This kit includes materials generally applicable to corporations in any state.  However, there may be specific guidelines and restrictions regarding the duties and responsibilities of corporate directors both individually and in the context of board meetings.  Please consult your Secretary of States website for specific information for your state.




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


Notes Regarding Board of Directors Meetings


Corporate boards of directors must, at a minimum, hold an annual meeting to appoint the officers of the corporation for the coming year, decide if dividends will be declared for the year, and make any other annual decisions regarding the financial matters of the business.  Typically, boards will hold special meetings for specific topics much more frequently.  Whenever official corporate matters are discussed as a group, the board of directors should hold a meeting, keep minutes, and record the decisions made as corporate resolutions.  This is not a difficult task and it will provide a clear record of the agreements made by the board for future reference.  

Prior to any annual or special meetings of the board, notice must be given to each board member according to the time limits set in the bylaws.  A formal affidavit of mailing of notice should also be prepared.  If all board members are in agreement, an easier method to fulfill the notice requirement is to have the board sign waivers of notice.  This document and all of the other documents necessary to conduct and record your corporations special board of directors meetings are contained in this kit.

Special Board of Directors Meeting Checklist


The following information should be covered and documented in the minutes of any special board of directors meeting:

?   Name of corporation

?   State of incorporation

?   Date of meeting

?   Location of meeting

?   Specific purpose of meeting

?   Proper notification of meeting

?   Notices sent and affidavit filed/or waivers filed

?   Officers present at meeting

?   Others present at meeting

?   Name of president presiding over meeting

?   Name of secretary acting at meeting

?   Meeting called to order and quorum present

 Business Transacted

?   Specific business discussed at meeting

?   Resolutions passed at meeting

?   Adjournment of meeting

?   Date and secretary signature on minutes
Notice of Special Board of Directors Meeting of _____________________


TO:













In accordance with the bylaws of this corporation, a special meeting of the board of directors will be held at _____ oclock ___. m., on ___________, 20 ___, at the offices of the corporation located at _______________.
 
The purpose of this special meeting will be to discuss and take any required action regarding the following matter:











Dated: ____________, 20 ___
Corporate Seal

____________________
Signature of Secretary of Corporation


____________________
Printed Name of Secretary of Corporation
Affidavit of Mailing of Notice of Special Board of
Directors Meeting of ____________________


State of ______________________
County of ____________________

Being duly sworn, ____________________________________________________ states:

I am the secretary of ____________________, a corporation organized under the laws of the State of ____________.
 
On ___________, 20 ___, I personally deposited stamped and sealed copies of the Notice of Special Directors Meeting of this corporation in a post-office box in the City of ____________________, in the State of ____________.
 
The copies were correctly addressed to the following persons:

Name of Director                 Address of Director

___________________________________      ________________________________________

___________________________________      ________________________________________

___________________________________      ________________________________________


Dated: ____________, 20 ___
Corporate Seal

____________________
Signature of Secretary of Corporation

____________________
Printed Name of Secretary of Corporation

Subscribed and sworn to before me on ____________, 20 ___.

____________________
Signature of Notary Public

Notary Public, In and for the County of __________
State of __________

My commission expires: ____________                Notary Seal
Waiver of Notice of Special Board of Directors Meeting
of _____________________


We, the undersigned directors of this corporation, waive any required notice and consent to the holding of a special meeting of the board of directors of this corporation on _______________, 20 ___, at _____ oclock ___. m. at the offices of the corporation located at _______________.

 
Dated: ____________ , 20 ___


      Signature of Director                     Printed Name of Director

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________


Minutes of Special Board of Directors Meeting of _____________________


A special meeting of the board of directors of this corporation was held on _______________, 20 ___, at _____ oclock ___. m. at the offices of the corporation located at ________________.

The purpose of this special meeting was: ____________________________________________ _____________________________________________________________________________.

 Present at the meeting were the following people: _____________________________________ ___________________________________________________________________________________________________________________________________________________________,
all of whom are directors of this corporation.

The following persons were also present: ____________________________________________ ___________________________________________________________________________________________________________________________________________________________.
 
________________________ , the president of the corporation, presided over the meeting.

________________________ , the secretary of the corporation, served as secretary for the meeting.

1.   The president called the meeting to order.  The president determined that a quorum was present and that the meeting could conduct business.

2.    The secretary reported that notice of the meeting had been properly given or waived by each director in accordance with the bylaws.

Upon motion made and carried, the secretary was ordered to attach the appropriate Affidavit of Mailing of Notice or Waiver of Notice to the minutes of this meeting.

3.    The following business was then discussed:




4. Upon motion made and carried, the board of directors
RESOLVED that:



































There being no further business, upon motion made and carried, the meeting was adjourned.


Dated: ____________, 20 ___
Corporate Seal

____________________
Signature of Secretary of Corporation

____________________
Printed Name of Secretary of Corporation
Number of Pages8
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#22804
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Board of Directors Meeting
Special Meeting Kit







This Packet Includes:
1. General Information
2. Notes regarding Directors Meetings
3. Special Board of Directors Meeting Checklist
4. Sample Notice of Special Board of Directors Meeting
5. Sample Affidavit of Mailing of Notice of Special Board of Directors Meeting
6. Sample Waiver of Notice of Special Board of Directors Meeting
7.  Sample Minutes of Special Board of Directors Meeting





General Information
Board of Directors Meeting - Special Meeting Kit

This kit provides tools and guidelines for conducting your corporations special board of directors meetings.

The board of directors of a corporation transacts business as a group.  Each individual director has no authority to bind the corporation (unless the board of directors as a group has previously authorized him or her to exercise that power).  Even in a corporation with a single director, there must be formal records of meetings and of the resolutions adopted by the board.



NOTE:  This kit includes materials generally applicable to corporations in any state.  However, there may be specific guidelines and restrictions regarding the duties and responsibilities of corporate directors both individually and in the context of board meetings.  Please consult your Secretary of States website for specific information for your state.




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


Notes Regarding Board of Directors Meetings


Corporate boards of directors must, at a minimum, hold an annual meeting to appoint the officers of the corporation for the coming year, decide if dividends will be declared for the year, and make any other annual decisions regarding the financial matters of the business.  Typically, boards will hold special meetings for specific topics much more frequently.  Whenever official corporate matters are discussed as a group, the board of directors should hold a meeting, keep minutes, and record the decisions made as corporate resolutions.  This is not a difficult task and it will provide a clear record of the agreements made by the board for future reference.  

Prior to any annual or special meetings of the board, notice must be given to each board member according to the time limits set in the bylaws.  A formal affidavit of mailing of notice should also be prepared.  If all board members are in agreement, an easier method to fulfill the notice requirement is to have the board sign waivers of notice.  This document and all of the other documents necessary to conduct and record your corporations special board of directors meetings are contained in this kit.

Special Board of Directors Meeting Checklist


The following information should be covered and documented in the minutes of any special board of directors meeting:

?   Name of corporation

?   State of incorporation

?   Date of meeting

?   Location of meeting

?   Specific purpose of meeting

?   Proper notification of meeting

?   Notices sent and affidavit filed/or waivers filed

?   Officers present at meeting

?   Others present at meeting

?   Name of president presiding over meeting

?   Name of secretary acting at meeting

?   Meeting called to order and quorum present

 Business Transacted

?   Specific business discussed at meeting

?   Resolutions passed at meeting

?   Adjournment of meeting

?   Date and secretary signature on minutes
Notice of Special Board of Directors Meeting of _____________________


TO:













In accordance with the bylaws of this corporation, a special meeting of the board of directors will be held at _____ oclock ___. m., on ___________, 20 ___, at the offices of the corporation located at _______________.
 
The purpose of this special meeting will be to discuss and take any required action regarding the following matter:











Dated: ____________, 20 ___
Corporate Seal

____________________
Signature of Secretary of Corporation


____________________
Printed Name of Secretary of Corporation
Affidavit of Mailing of Notice of Special Board of
Directors Meeting of ____________________


State of ______________________
County of ____________________

Being duly sworn, ____________________________________________________ states:

I am the secretary of ____________________, a corporation organized under the laws of the State of ____________.
 
On ___________, 20 ___, I personally deposited stamped and sealed copies of the Notice of Special Directors Meeting of this corporation in a post-office box in the City of ____________________, in the State of ____________.
 
The copies were correctly addressed to the following persons:

Name of Director                 Address of Director

___________________________________      ________________________________________

___________________________________      ________________________________________

___________________________________      ________________________________________


Dated: ____________, 20 ___
Corporate Seal

____________________
Signature of Secretary of Corporation

____________________
Printed Name of Secretary of Corporation

Subscribed and sworn to before me on ____________, 20 ___.

____________________
Signature of Notary Public

Notary Public, In and for the County of __________
State of __________

My commission expires: ____________                Notary Seal
Waiver of Notice of Special Board of Directors Meeting
of _____________________


We, the undersigned directors of this corporation, waive any required notice and consent to the holding of a special meeting of the board of directors of this corporation on _______________, 20 ___, at _____ oclock ___. m. at the offices of the corporation located at _______________.

 
Dated: ____________ , 20 ___


      Signature of Director                     Printed Name of Director

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________

___________________________________        _______________________________________


Minutes of Special Board of Directors Meeting of _____________________


A special meeting of the board of directors of this corporation was held on _______________, 20 ___, at _____ oclock ___. m. at the offices of the corporation located at ________________.

The purpose of this special meeting was: ____________________________________________ _____________________________________________________________________________.

 Present at the meeting were the following people: _____________________________________ ___________________________________________________________________________________________________________________________________________________________,
all of whom are directors of this corporation.

The following persons were also present: ____________________________________________ ___________________________________________________________________________________________________________________________________________________________.
 
________________________ , the president of the corporation, presided over the meeting.

________________________ , the secretary of the corporation, served as secretary for the meeting.

1.   The president called the meeting to order.  The president determined that a quorum was present and that the meeting could conduct business.

2.    The secretary reported that notice of the meeting had been properly given or waived by each director in accordance with the bylaws.

Upon motion made and carried, the secretary was ordered to attach the appropriate Affidavit of Mailing of Notice or Waiver of Notice to the minutes of this meeting.

3.    The following business was then discussed:




4. Upon motion made and carried, the board of directors
RESOLVED that:



































There being no further business, upon motion made and carried, the meeting was adjourned.


Dated: ____________, 20 ___
Corporate Seal

____________________
Signature of Secretary of Corporation

____________________
Printed Name of Secretary of Corporation

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