Also known as: regular meetings · ordinary meeting · stated meeting
Written by attorneys · grounded in primary & secondary sources — see below
A recurring board meeting whose schedule is fixed in the bylaws or by prior resolution. The default rule permits such a meeting without notice of its date, time, place, or purpose unless the articles of incorporation or bylaws impose a notice requirement.
Ridgeway Partners' bylaws schedule quarterly board meetings but contain no notice provision. Rosa Ruiz, the board chair, convenes one such meeting without sending any notice. The directors present approve a major contract. Roberto Reyes, an absent director, later objects that the approval is invalid for lack of notice.
Rhapsody Entertainment's board holds its regular monthly meeting. The directors review a pending merger proposal along with other routine matters. They vote unanimously to recommend the merger to shareholders. An objecting shareholder later challenges the recommendation on the ground that the meeting was improperly noticed.
Select any source to read its text and confirm it supports the definition.
Riverside Healthcare's board concludes its regular meeting. Several directors remain to discuss a shareholder proposal received that morning. The discussion leads to a decision to schedule a special meeting. A dissident shareholder claims the post-meeting conversation itself constituted improper board action.
No. Unless the articles or bylaws provide otherwise, regular meetings may be held without notice of the date, time, place, or purpose. The fixed schedule itself supplies the necessary predictability for directors.
Supporting sources
Yes. Modern corporate statutes permit boards to hold regular or special meetings in any location, including outside the state or even the country, unless the articles or bylaws impose a geographic restriction.
Supporting sources
Yes. By default the board possesses authority to fix director compensation unless the articles or bylaws reserve that power to shareholders. A regular meeting supplies a procedurally valid forum for the vote.
Supporting sources
…advising them of a February 10, 1981 meeting in which the merger would be voted. On January 26, 1981 the directors held their regular meeting. At this meeting the Board discussed the instant merger as well as all events, including this litigation, surrounding it. At the conclusion of the meeting the Board unanimously voted to…