Notice of the Board Meeting: Regular and Special
Every member of a group has rights and responsibilities. One of the important rights of a board member is to know when meetings will be held to decide whether they can attend. Notices of meetings and waivers of notice provide written documentation that members were given enough notice to make that decision. Providing notice of a board meeting is important for every organization. Notice can also be a legal requirement for public bodies. Regardless of how the notice is publicized, it should include specific information so that the notice is clear.
Notice of a Regular Board Meeting Format
The process for notice of a board meeting is slightly different for regular and special meetings. In either case, enough notice should be given that members have time to arrange their schedules to attend the meeting if they choose.
Notice of the regular meeting time, date, and location should be noted in the bylaws. For example, “Regular meetings will be held on the first Monday of the month, at 7:00 p.m., at the Community Center.” Informal groups may give notice by making a simple statement about the date, time, and location of the next regular meeting. Since it leaves room for miscommunication, this type of notice should be followed by a notice in written or electronic form, unless all members don’t have access to receive messages electronically.
Bylaws should state the timeframe for giving previous notice, accounting for the distance and travel of the members. For example, the bylaws could state, “No notice of regular meetings will be sent. Previous notice of special meetings will be sent at least 10 days, but not longer than 30 days before the meeting.” The bylaws should also state how the notice should be sent, which may include some combination of postal mail, posting at the meeting site, posting on the organization’s website, filing with an official government entity, written notice to individuals who requested notice of the meeting or notice to the media.
Notice of a Special Board Meeting Format
Occasionally, special meetings need to be called because of an urgent or special matter. According to Robert’s Rules of Order, special meetings always require previous notice. Here are a few valid reasons for calling a special meeting:
- An urgent matter needs to be dealt with before the next regular meeting
- There is a proposal to amend bylaws
- Adopting or amending special rules of order
- Amending or rescinding something that was previously adopted
In addition to specifying the date, time, and location of the meeting, special meeting notices should make note of all agenda items. Unless the bylaws indicate something different, board members should only be discussing the business that was stated in the notice for the special meeting. In the event the board also has to discuss emergency business at a special meeting, they board must wait until the next regular business meeting to ratify that business or call another special meeting to address it.
As a valuable tip, it’s important to take into consideration how far board members need to travel to attend a meeting. The timeframe for sending notices must be reasonable, and it should be sufficient to allow all board members to arrange for a change in their schedule and make travel plans to attend.
Sample of a previous notice for a meeting:
(Date)
Notice of a special meeting of the ABC Nonprofit Organization
According to section (XXX) of the bylaws of the organization, the board of directors hereby gives notice of a special meeting which will take place on (date) at (time) at (meeting location).
Board members are encouraged to attend.
The purpose of the meeting is to discuss an emergency data breach.
There are a couple of exceptions to discussing items during a special meeting. Some items may be discussed in the executive session, rather than in the open meeting. If the special meeting is held on a regular meeting date, additional board topics may also be discussed.
Waiver of Notice
In the event of special or emergency meetings where there is very short notice, the secretary should send a waiver of notice. This notice may be sent via postal mail or email with a read receipt. This notice serves two purposes.
- It lets the members know that the meeting will be held.
- If the member will not make the meeting, the member returns the signed waiver, which serves as an official record of notification.
Sample of Waiver of Notice of a Special Meeting:
WAIVER OF NOTICE OF A SPECIAL MEETING
Regarding Special Meeting of the ABC Corporation
July 5th at 7:00 p.m.at Community Center, 123 Main St.
I, the undersigned, being one of the Directors of the ABC Corporation, hereby agree and consent that the special meeting of the Board of Directors of the ABC Corporation being held on Tuesday, July 5th at the Community Center on 123 Main St., at 7:00 p.m., waive all notice whatsoever, of the meeting and any adjournment.
I further agree and consent that any and all lawful business may be transacted at such meeting, or at any adjournment that the other Directors deem advisable. Any business transacted at the meeting or adjournment shall be valid and legal and of the same force and affect as if the meeting or adjournment were held after notice.
Signed_____________________
Date_______________________
The secretary is responsible for getting the notices out to the members and receiving signed waivers back before the meeting.
It may be tempting not to send a waiver of notice when matters are urgent. As with any matter of importance, any documentation that is not in writing can be alleged never to have happened.
Sending out proper notices in a timely fashion can alleviate hard feelings, challenges on voting decisions, or worse, litigation.
In conclusion, understanding board meeting notices is a good topic for board discussions to ensure all board members are clear on the proper procedures for meetings.
