Notice of Board Meeting

What is a notice of board meeting and when should you use it?

All directors have the right to receive reasonable notice of any meeting.

However, the directors can decide between themselves that it’s not necessary to give notice.

For example, if the directors meet regularly, like every week or month, they might not need specific notice of each meeting.

But it’s typically best to give written notice for every meeting to be on the safe side.

There’s no set notice period for board meetings.

If the company’s rules don’t specify a notice period, it should be reasonable based on the situation, including the importance and urgency of the matters being discussed and the board’s usual practices.

Most company rules don’t set a notice period to give directors flexibility.

It might be reasonable to give no notice in urgent cases, but this should be a rare occurrence, considering today’s communication methods.

A written notice should be given to ensure that everyone knows about a board meeting, although a verbal notice might work too.

If there’s nothing in the constitution about whether verbal notice is valid, it might depend on what the board usually does.

Before sending a notice by email, it’s important to check if the constitution has any rules about when notice is considered to have been received.

When sending notice by email, there’s a higher chance that a director might claim they didn’t get the notice and that the meeting wasn’t properly arranged.

To avoid this, the sender might ask for a reply to the email, send the email to more than one address, and ask for delivery and read receipts.

They might also send a hard copy by mail to confirm the email was received.

The notice for a meeting must say where and when the meeting is happening.

There’s no general rule saying that the notice has to say what will be talked about at the meeting.

However, it’s a good idea to include an agenda.

You can use our agenda template for that.

If the person calling the meeting chooses to say what will be discussed, it has to be a fair description so that the directors can decide if they want to attend the meeting.

This template is a written notice for private limited companies.

Companies may have different requirements drafted into their constitution, and therefore, it is essential that this is checked to ensure that the correct procedure is followed.

Companies with shareholder agreements in place may also need to check as to whether the agreement requires an alternative procedure for calling a directors’ meeting.

You might also find our guide on conducting board meetings helpful.