When is waiver of notice required?

[MissM]

In our bylaws it states right after special meetings:

{3.10 waiver of notice

The transaction of any meeting of the board, however called and noticed or whenever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting also shall be deemed given to any Director who attends the meeting with out protesting before or at its commencement about the lack of adequate notice. }
 

Question 1: My question is if a special meeting is properly noticed, duly called, quorum present but one member does not show up, is a waiver of notice required after the meeting has already transpired? 

Question 2: Also if proper notice is given and this member still doesn’t show up to any other meetings can they stop us from conducting any business because they refused to attend or sign a waiver of notice?

[Dan Honemann]

19 minutes ago, MissM said:

In our bylaws it states right after special meetings:

{3.10 waiver of notice

The transaction of any meeting of the board, however called and noticed or whenever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting also shall be deemed given to any Director who attends the meeting with out protesting before or at its commencement about the lack of adequate notice. }
 

Question 1: My question is if a special meeting is properly noticed, duly called, quorum present but one member does not show up, is a waiver of notice required after the meeting has already transpired? 

No.

 

20 minutes ago, MissM said:

Question 2: Also if proper notice is given and this member still doesn’t show up to any other meetings can they stop us from conducting any business because they refused to attend or sign a waiver of notice?

No.

 

Since I haven't read your bylaws in their entirety, these responses may be incorrect, but I'm fairly sure they're right.  🙂

[Richard Brown]

16 minutes ago, MissM said:

Question 1: My question is if a special meeting is properly noticed, duly called, quorum present but one member does not show up, is a waiver of notice required after the meeting has already transpired? 

If I understand your question and your bylaws correctly, you are referring to a meeting for which proper notice was given but one member simply failed to appear. If that is correct, then the meeting was proper in all respects and there is no need to obtain a waiver from the absent member.

17 minutes ago, MissM said:

Question 2: Also if proper notice is given and this member still doesn’t show up to any other meetings can they stop us from conducting any business because they refused to attend or sign a waiver of notice?

Who is the “they” you are referring to when you asked if “they“ can stop you because “they“ refused to attend future meetings? to what group of people are you referring?  
 

Assuming that when you say “they“ you are referring to the one absent member, my answer is the same as in the first question.  if the meeting was properly called and noticed and a quorum is present, the member who was absent was simply absent and no waiver of notice should be required. The same thing applies for future meetings. He is simply an absent member. It is no different from a regular member of the general membership skipping meetings.  If you are referring to a group of people rather than to a single member, then I do not know how to answer your question.

This is ultimately a question of interpreting your bylaws, which we have not seen in their entirety, and we cannot interpret them for you.

Note: your post may get moved to the general discussion forum, where it actually belongs. If you don’t find it here in the advanced discussion group, look for it in the general  discussion forum.

[Atul Kapur]

Supplementing mr. Honemann's answer, normally waiver of notice is only required if notice was not given. If notice was given, there is nothing to waive.