Glossary entry (derived from question below)
English term or phrase:
any Director may waive notice of any meeting
English answer:
any Director may choose not to exercise his/her right to receive notice of any meeting
Added to glossary by
Charles Davis
Dec 14, 2012 08:17
11 yrs ago
7 viewers *
English term
Any Director may waive notice of any meeting
English
Law/Patents
Law: Contract(s)
Can any one help me to explain this paragraph, in English, Russian or Georgian?
Any Director may waive notice of any meeting. Attendance or
participation shall constitute a waiver except where he/she attends or participates for
the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened. Notice of any Directors meeting may be waived in writing by any Director at any time either before or after the meeting or by proxy.
Any Director may waive notice of any meeting. Attendance or
participation shall constitute a waiver except where he/she attends or participates for
the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened. Notice of any Directors meeting may be waived in writing by any Director at any time either before or after the meeting or by proxy.
Change log
Dec 28, 2012 08:43: Charles Davis Created KOG entry
Responses
+2
20 mins
Selected
any director may choose not to exercise his/her right to receive notice of any meeting
I can't explain it in Russian or Georgian, but I will try to do so in English. :)
The by-laws or other rules governing this company or association stipulate that in order for a meeting of the directors to be held, all directors must receive notice, normally in writing, a certain number of days before the meeting. So any director who has not received such notice according to the rules may object to the meeting being held, because it was not properly convened. However, any director who did not receive proper notice may choose not to exercise that right, and allow the meeting to be held. "Waive" means ignore or not exercise a rule or claim.
If a director who has not reduced proper notice attends the meeting, that attendance signifies that he or she has chosen to waive his/her right to receive notice, unless he/she attends solely in order to raise an objection to the meeting being held.
I hope this makes it clear.
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Note added at 36 mins (2012-12-14 08:54:45 GMT)
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This paragraph is quite standard and occurs in the by-laws of a number of institutions. Here is an example (see 186.2):
http://lois-laws.justice.gc.ca/eng/acts/C-41.01/page-61.html
The purpose of the paragraph is to make it possible to hold meetings urgently when necessary. Let us suppose, for example, that the by-laws require that notice of meetings of the directors must be given ten days in advance, but there is something that needs to be discussed sooner than that. If all the directors agree, the meeting can be held; they waive notice, suspending the requirement for notice ten days in advance. They can do so in writing before the meeting, or even afterwards. If they do not waive notice before the meeting and then attend, other than to object, that automatically means they agree: they have waived notice.
The by-laws or other rules governing this company or association stipulate that in order for a meeting of the directors to be held, all directors must receive notice, normally in writing, a certain number of days before the meeting. So any director who has not received such notice according to the rules may object to the meeting being held, because it was not properly convened. However, any director who did not receive proper notice may choose not to exercise that right, and allow the meeting to be held. "Waive" means ignore or not exercise a rule or claim.
If a director who has not reduced proper notice attends the meeting, that attendance signifies that he or she has chosen to waive his/her right to receive notice, unless he/she attends solely in order to raise an objection to the meeting being held.
I hope this makes it clear.
--------------------------------------------------
Note added at 36 mins (2012-12-14 08:54:45 GMT)
--------------------------------------------------
This paragraph is quite standard and occurs in the by-laws of a number of institutions. Here is an example (see 186.2):
http://lois-laws.justice.gc.ca/eng/acts/C-41.01/page-61.html
The purpose of the paragraph is to make it possible to hold meetings urgently when necessary. Let us suppose, for example, that the by-laws require that notice of meetings of the directors must be given ten days in advance, but there is something that needs to be discussed sooner than that. If all the directors agree, the meeting can be held; they waive notice, suspending the requirement for notice ten days in advance. They can do so in writing before the meeting, or even afterwards. If they do not waive notice before the meeting and then attend, other than to object, that automatically means they agree: they have waived notice.
Peer comment(s):
| agree |
B D Finch
: Clearly put, though it may be worth specifying "normal notice" or "notice as set out in the articles of association".
3 hrs
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Thanks, B D. I quite agree; that should be added, otherwise it could mean any notice.
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| agree |
AllegroTrans
7 hrs
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Thanks, Allegro
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4 KudoZ points awarded for this answer.
Comment: "Selected automatically based on peer agreement."
22 mins
Peter Skipp
Bulgaria
Bulgaria
Native in English
&
English
Bulgaria
Your bilingual wordsmith
Native in: Bulgarian 
, English (Variant: UK)
Works in: English to Bulgarian, Bulgarian to English, English, and 1 more.
Not terribly complicated; please see below
A "waiver of notice of a meeting" is a piece of paper which asks all people who are attending the meeting to confirm that they do not mind not having received notice of that meeting.
In this sense, the text cited by you could be paraphrased thus:
"All directors might have to attend meetings without prior notification.
If they attend meetings and participate in them, this automatically means that they accept the rule in the foregoing sentence.
The exception to the foregoing rule is where directors attend or participate in a meeting especially for the purpose of objecting to the meeting because they feel this meeting was not lawfully convened.
Directors have the right to state that they did not want prior notification of a meetings either by writing this down before or after such a meeting, or else by telling someone else to write it down on their behalf."
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Note added at 24 mins (2012-12-14 08:42:12 GMT)
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Just to clarify:
"If they attend meetings and participate in them, this automatically means that they accept the rule in the foregoing sentence" really means that they accept that the meeting they are at is convened entirely legally.
In this sense, the text cited by you could be paraphrased thus:
"All directors might have to attend meetings without prior notification.
If they attend meetings and participate in them, this automatically means that they accept the rule in the foregoing sentence.
The exception to the foregoing rule is where directors attend or participate in a meeting especially for the purpose of objecting to the meeting because they feel this meeting was not lawfully convened.
Directors have the right to state that they did not want prior notification of a meetings either by writing this down before or after such a meeting, or else by telling someone else to write it down on their behalf."
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Note added at 24 mins (2012-12-14 08:42:12 GMT)
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Just to clarify:
"If they attend meetings and participate in them, this automatically means that they accept the rule in the foregoing sentence" really means that they accept that the meeting they are at is convened entirely legally.
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