News & Analysis as of

Board Meetings

Allen Matkins

Is Failing To Hold A Formal Board Meeting A Breach of Contract?

Allen Matkins on

In yesterday's post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the...more

Allen Matkins

The Importance Of Calling

Allen Matkins on

The validity of a board meeting hinges on three things - a quorum, notice and call.  Many lawyers focus on the first two and may overlook the third.   For California and Nevada corporations, the question of who may call a...more

Franczek P.C.

PAC Issues Binding Opinion Regarding Alleged OMA Violations for Improper Board Meeting Action and Remote Participation

Franczek P.C. on

The Illinois Public Access Counselor (PAC) issued its seventh binding opinion of the year, finding a Village Board of Trustees violated the Open Meetings Act (OMA) by taking improper action to authorize the purchase of a...more

Jones Day

Under Pressure—Rethinking Board Practices - A Jones Day Governance Perspective.

Jones Day on

The Situation: Boards of directors face increasingly intense workloads, pressure to respond to developments in real time, and exposure to a higher level of legal risk than ever before....more

Mintz - Venture Capital & Emerging Companies...

Acing Your First Start-up Board Meeting: Board Deck Tips

You’ve worked day and night getting your start-up off the ground and have been fortunate enough to attract investors who have funded your start-up, who now have a seat on your board of directors. Now comes a big milestone:...more

Roetzel & Andress

Significant Changes to Condominium Act: HB 1021 Signed – Effective July 1, 2024

Roetzel & Andress on

Friday June 14, Governor DeSantis signed HB 1021, which places significant new burdens on condominium managers and directors. This bill is effective July 1, 2024, although some new requirements have later effective dates. ...more

Allen Matkins

Do E-mail Exchanges Constitute A Meeting Of The Board?

Allen Matkins on

I recently discussed whether chat messages constitute "minutes" of a meeting.  A related question is whether emails constitute a meeting....more

Allen Matkins

Do Corporate Minutes Include Chat Messages?

Allen Matkins on

A California corporation is required to keep "minutes of the proceedings of its shareholders, board and committees of the board".  Cal. Corp. Code § 1500.  Minutes are required to be open to inspection upon the written demand...more

Franczek P.C.

PAC Issues Binding Decision Finding OMA Violation for Closed Session Discussions on Curriculum

Franczek P.C. on

The Illinois Public Access Counselor (PAC) issued a binding opinion, finding a school board violated the Open Meetings Act (OMA) when it improperly discussed school curriculum during closed session....more

Fishman Haygood LLP

How to Ask the Tough Questions in the Boardroom: 9 Tips for Directors

Fishman Haygood LLP on

Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. Egregious failures of upper management to react to red...more

WilmerHale

CPPA Publishes Additional Proposed Regulations - Including Proposed Revisions to CCPA Regulations - For Discussion at December...

WilmerHale on

In the run-up to this Friday’s December Board meeting, the California Privacy Protection Agency (CPPA or the “Agency”) has continued its recent flurry of regulatory activity. Late last week, the CPPA published an additional...more

Allen Matkins

Does An Exchange Of Emails Constitute A Board Meeting?

Allen Matkins on

Under the California General Corporation Law, a board of directors can take action in two different ways - at a meeting or by unanimous written consent.  See Cal. Corp. Code § 307.  Over a decade ago, I posed the question of...more

White & Case LLP

Legal Reform: Ability to hold Shareholders’/Partners’ Meetings and Board of Directors’ Meetings remotely through electronic means

White & Case LLP on

On October 20, 2023, a decree was published to reform and add several provisions of the General Law on Commercial Entities (Ley General de Sociedades Mercantiles) (the "Law") to allow the use of electronic means for the...more

Hogan Lovells

Reforma Ley General de Sociedades Mercantiles para celebrar asambleas y juntas de consejo por medios electrónicos

Hogan Lovells on

El 20 de octubre de 2023 se reformó la Ley General de Sociedades Mercantiles a efecto de permitir la celebración de asambleas de socios y/o accionistas y de los órganos de administración de manera remota y a través de medios...more

Hogan Lovells

General Law of Commercial Companies to hold shareholders and board meetings through electronic means

Hogan Lovells on

On October 20, 2023, the General Law of Commercial Companies was amended to allow that partners and/or shareholders meetings and board meetings be held remotely and through electronic means....more

WilmerHale

California Privacy Protection Agency Publishes Draft Cybersecurity Audit and Risk Assessment Regulations, Discusses at Public...

WilmerHale on

On Friday, September 8, the California Privacy Protection Agency (CPPA) held a public board meeting. The primary topic of discussion at this meeting was the Agency’s draft regulations on cybersecurity audits and risk...more

Barnea Jaffa Lande & Co.

How to Conduct Board and Committee Meetings

In recent years, we have witnessed a sharp increase in the number of lawsuits filed in Israel against officers and directors of companies and a broadening of the scope of their liability. As a result of their roles, directors...more

Stark & Stark

What Are the Different Types of Community Association Meetings?

Stark & Stark on

What are the different types of association meetings? How do you know what type of meeting to have? Community associations have board meetings and member meetings; knowing the difference and scheduling the right meeting is...more

WilmerHale

California Privacy Protection Agency Emphasizes Enforcement and Expresses Opposition to Federal Privacy Legislation at March...

WilmerHale on

On Friday, March 3, 2023, the California Privacy Protection Agency (CPPA) held a public board meeting. Though the meeting focused primarily on the Agency’s budget and various administrative issues (e.g., subcommittee...more

Williams Mullen

Mark Your Calendar: Key Dates in NC Health Planning Process

Williams Mullen on

North Carolina will kick off its health planning year when the State Health Coordinating Council (SHCC) convenes at the Brown Building in Raleigh at 10 a.m. on March 1, 2023. Read on to learn about the critical junctures in...more

WilmerHale

California Privacy Protection Agency Approves CPRA Regulations and Takes Steps to Promulgate Future Rulemaking on Additional...

WilmerHale on

On Friday, February 3, 2023, the California Privacy Protection Agency (CPPA) held a public board meeting at which it voted unanimously to (1) approve the final text of the California Privacy Rights Act (CPRA) regulations and...more

Ward and Smith, P.A.

Digital Decision Making: Community Association Board of Directors Can Conduct Business Electronically

Ward and Smith, P.A. on

This year at the 2023 Community Associations Institute (CAI) Law Seminar in New Orleans, Louisiana, one breakout session focused on Boards of Directors conducting Association business electronically through various modern...more

Cooley LLP

Too Small, Too Big, Just Right: The Goldilocks Size for a Nonprofit Board

Cooley LLP on

Nonprofit organizations in the US often ask how big their Board of Directors should be. Boards that are too small can fall short of their goals or stagnate, but Boards that are too big can quickly become unwieldly for...more

Cooley LLP

Time Talent Treasure: Advice for Nonprofits on Choosing Board Members

Cooley LLP on

The Board of Directors is a key pipeline for resources for any US nonprofit organization. Most nonprofits do not pay Board members for their service, so organizations rely upon dedicated volunteers....more

Franczek P.C.

Federal Court Upholds School Board’s Enforcement of Public Comment Decorum Rules

Franczek P.C. on

The United States District Court for the District of New Jersey recently issued a decision regarding the limited First Amendment protections afforded to speakers who use offensive and disruptive speech at school board...more

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