BizTerm Definition
Special Directors Meeting
Short Definition
Unscheduled directors meeting
Full Definition

What it is

When the Board of Directors need to meet to discuss and vote on a resolution, and they do not want to wait for a scheduled (i.e. Annual) meeting, they can set up a Special Directors Meeting.  Proper notice must still be given to all board members, per the corporation's bylaws.  However, as with all boards, again assuming the bylaws don't say otherwise, the board can waive notice with unanimous consent.

At the meeting the directors follow similar proceedure as with an annual board meeting and document resolutions in the corporate minutes.

The Resolutions

As with all resolutions, they should say something like this... "Resolved that the corporation shall [i.e. elect a new officer]"

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