Any Director may waive notice of any meeting

English translation: any Director may choose not to exercise his/her right to receive notice of any meeting

GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
English term or phrase:any Director may waive notice of any meeting
Selected answer:any Director may choose not to exercise his/her right to receive notice of any meeting
Entered by: Charles Davis

08:17 Dec 14, 2012
English language (monolingual) [PRO]
Law/Patents - Law: Contract(s)
English term or phrase: Any Director may waive notice of any meeting
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.
rukhadze
Local time: 04:51
any director may choose not to exercise his/her right to receive notice of any meeting
Explanation:
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.
Selected response from:

Charles Davis
Spain
Local time: 02:51
Grading comment
Selected automatically based on peer agreement.
4 KudoZ points were awarded for this answer



SUMMARY OF ALL EXPLANATIONS PROVIDED
4 +2any director may choose not to exercise his/her right to receive notice of any meeting
Charles Davis
5Not terribly complicated; please see below
Peter Skipp


Discussion entries: 3





  

Answers


22 mins   confidence: Answerer confidence 5/5
any director may waive notice of any meeting
Not terribly complicated; please see below


Explanation:
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.



Peter Skipp
Bulgaria
Local time: 03:51
Native speaker of: Native in BulgarianBulgarian, Native in EnglishEnglish
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20 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +2
any director may waive notice of any meeting
any director may choose not to exercise his/her right to receive notice of any meeting


Explanation:
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.

--------------------------------------------------
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.

Charles Davis
Spain
Local time: 02:51
Native speaker of: English
PRO pts in category: 72
Grading comment
Selected automatically based on peer agreement.

Peer comments on this answer (and responses from the answerer)
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
  -> Thanks, B D. I quite agree; that should be added, otherwise it could mean any notice.

agree  AllegroTrans
7 hrs
  -> Thanks, Allegro
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