Waiver of Notice of Meeting of Directors Template

In plain language: Names the document, identifies the corporation by its full legal name, and states the jurisdiction of incorporation.

Common mistake: Using the trade name instead of the registered corporate name. The legal entity name must match the articles of incorporation exactly, or the document's authority to bind the company is unclear.

In plain language: Lists each director who is waiving notice, establishing that the waiver covers all or a defined subset of the board.

Common mistake: Failing to confirm whether all directors or only a quorum are signing. If less than the full board signs, record which directors are absent and why, to avoid later disputes about the meeting's validity.

In plain language: States the specific date, start time, and physical or virtual location of the board meeting for which notice is being waived.

Common mistake: Leaving the date or location blank and filling it in after signatures are collected. The waiver must reflect the exact meeting details at the time of signing to be procedurally sound.

In plain language: The operative sentence in which each director explicitly waives their right to advance written notice of this particular meeting.

Common mistake: Using vague language like 'agree to meet' instead of an explicit waiver. Without the word 'waive' and a reference to the bylaw or statutory requirement being released, the document may not satisfy a court or auditor.

In plain language: Briefly states the business to be transacted at the meeting, limiting the scope of what can validly be decided under this waiver.

Common mistake: Omitting the purpose entirely or writing 'general business.' Decisions made on matters not listed in the stated purpose can be challenged as outside the scope of the waivered meeting.

In plain language: Confirms that each signatory agrees that any business conducted at the meeting is valid and binding, even without prior notice.

Common mistake: Confusing this clause with a unanimous written consent resolution. A waiver of notice authorizes a meeting to be held; a written consent replaces the meeting entirely. Using the wrong document can invalidate the intended corporate action.

In plain language: Records the date each director signed the waiver, which should be on or before the meeting date.

Common mistake: Dating the waiver after the meeting has already taken place. A waiver signed retroactively may not cure the notice defect in all jurisdictions and can raise audit or investor concerns.

In plain language: Provides a printed name, title, and signature line for each director, creating a clear record of who waived their rights.

Common mistake: Collecting only initials or email confirmations instead of full signatures. Most corporate bylaws and state statutes require a signed writing; an email chain or initials may not satisfy that requirement.

A waiver of notice of meeting of directors is a written document signed by board members to confirm they voluntarily give up their right to receive advance written notice of a specific directors' meeting. It is used when a meeting must be held on short notice, and it protects the validity of any resolutions passed at that meeting by curing the procedural defect of missing or insufficient notice.

A waiver of notice is required whenever a board meeting is convened without the advance written notice period specified in the corporation's bylaws or applicable corporate statute — commonly 2 to 10 business days. It is also commonly used as a precautionary measure even when notice was given informally, to ensure the meeting record is procedurally clean for audits, investors, or lenders.

Yes. Most corporate bylaws and state or provincial corporation statutes require the waiver to be in writing and signed by each director who is waiving their rights. An email acknowledgment or verbal agreement typically does not satisfy this requirement. Keep the signed original in your corporate minute book.

Retroactive waivers are recognized in some jurisdictions but are generally weaker than pre-meeting waivers. A director who attends a meeting without objecting to the lack of notice is often deemed to have waived it implicitly, but relying on implied waiver is riskier than obtaining a signed document before the meeting. When possible, collect signatures before the meeting is called to order.

A waiver of notice clears the procedural requirement to give advance notice so that a physical or virtual meeting can validly take place. A unanimous written consent is a document in which all directors approve a resolution without holding a meeting at all. If you need to pass a board resolution quickly and no meeting is planned, a unanimous written consent is the correct document; the waiver of notice applies only when an actual meeting will occur.

All directors should sign if possible. Technically, only those directors who are present or participating need to waive their individual right to notice — a director who does not sign and does not attend has simply not waived their rights. However, if quorum is met and those directors did not object in writing, their absence is typically handled through the meeting minutes rather than the waiver.

Yes. The signed waiver should be attached to the minutes of the meeting as an exhibit — commonly labeled Exhibit A. This creates a single, coherent corporate record showing both that proper procedures were followed and what was decided at the meeting. Storing the waiver separately increases the risk of a missing document during due diligence or an audit.

The concept is consistent across most corporate statutes in the US, Canada, and the UK, but the specific requirements — how notice must be waived, how far in advance, and what form the waiver must take — vary by jurisdiction. Always check your corporate bylaws and the applicable corporations act for your state or province to confirm any additional requirements before relying on a template waiver.