Board of Directors Meeting Notice

What is a board of directors meeting notice in Australia?

A board of directors meeting notice is a simple corporate document used to notify directors of the board about upcoming annual or regular meetings of the board.

This notice template helps to ensure corporate governance and notify all the directors in an efficient and compliant way.

A notice of board meeting sample is a standard internal corporate document that is being used widely across Australia by startups, SMEs, company secretaries or managing directors.

What should be included in this notice of board meeting template?

Australian law does not provide any specific requirements for a notice of board meeting format. Usually, it is a standard simple document that should include key elements below:

• Company Details. The text of the notice must clearly outline the company’s name, ACN or ABN number, and registered business address.
• Meeting Details. The notice must state the date and time of the meeting; location (if the meeting is held offline); a brief outline of the agenda, and a list of special resolutions.
• Additional Information. The notice may also list all additional documentation that is being attached, including reports, statements, etc. The document must then be signed and dated. Usually a notice of a board meeting shall be signed by the company’s secretary or managing directors. However, it is better to check first the company’s constitution to identify the list of authorised signatories.

Requirements for calling a board of directors meeting in Australia

A notice of meeting of the board of directors in Australia shall be sent in compliance with additional requirements set below:

Participation Options

In Australia meetings of directors can be held either online or offline. The Australian Corporations Act 2001 does not set any limitations in this regard. At the same time, shareholders may provide in the text of the company’s constitution additional limitations regarding participation in the meeting remotely. For example, remote participation can be fully excluded or allowed for the organisation of regular or ad-hoc meetings.

Additional Documentation

Along with sending this notice, organisers of the meeting must also attach all necessary documents required for directors to examine prior to the meeting. Providing all necessary documents upfront before the meeting increases the ability of directors to be well prepared for the discussion.

Notice Period

A notice of meeting of the board of directors shall be sent in compliance with the notice period established in the company’s constitution.

For example, if the company’s constitution provides a 20-day notice, it means that the notice period should not be less than 20 days. In other words, in this particular case the notice can be sent 25 or 30 days earlier to be in compliance with the required minimum.

Failure to follow the notice period may have severe legal consequences, including subsequent invalidation of the board’s decisions by either of the directors or shareholders. Even though such a risk is possible, it is important to understand that failure to meet the legally required notice period does not automatically invalidate the future decisions of the board of meeting. In case there are disputes, the complaining party must be able to prove that failure to comply with the notice period has resulted in the breach of other corporate rights and duties. For instance, the director has been excluded from the vote on key company decisions, or the director has not been able to exercise their fiduciary duty to participate in the meeting.

How to customise this notice of a board meeting with FasterDraft?

To get a fully customisable document template, follow a few easy steps below:

1. Click the “Create Document” button.
2. Answer simple questions in the form.
3. Select a template’s format – notice of board meeting PDF or ord.
4. E-sign the document.
5. Make a payment.

The notice is ready for instant download immediately after the purchase.