Notice of the board meeting: Regular and special

Board meeting attendance and participation are the trustee’s top responsibilities, but not just their responsibilities. Board members need enough notice to make their preparation and attendance possible. So providing advanced written notice of board meetings is not only something an organization should do; it is something that must be done, especially for organizations with open meeting requirements.

Whether consistent written notices are legally mandated or not, using a standardized notice format for both regular and special meetings will benefit your trustees, and therefore your organization. Let’s dive into what makes up an effective notice, how waivers of notice are used and how a board management solution can support your written notice processes.

Format for a notice of a regular board meeting

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 and become familiar with the issues to be discussed..

Notice of the regular meeting time, date and location should be noted in your bylaws, and should take into account distance and travel needs of your board members. Some organizations may have a set meeting time — for example, “Regular meetings will be held on the first Monday of the month, at 7 p.m., at the community center.”

In lieu of a fixed schedule, others may cite a minimum number of days for notice before a meeting is to take place. Since it leaves room for miscommunication, this type of notice should be followed by a notice in written or electronic form, unless some members lack access to email or texting..

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.

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Format for a notice of a special board meeting

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, the board must wait until the next regular business meeting to ratify that business or call another special meeting to address it.

In the case of special meetings, it’s particularly 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 Organization

July 5th at 7:00 p.m.at Community Center, 123 Main St.

I, the undersigned, being one of the Directors of the ABC OrRganization, hereby agree and consent that the special meeting of the Board of Directors of the ABC Organization 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.

How board management software supports meeting notice processes

Sending out proper notices in a timely fashion can improve engagement and reduce the risk of challenges on voting decisions or worse: legal repercussions. A board management solution like BoardEffect has a number of features that support the organization and board in ensuring timely, consistent notices:

• Effective meeting management tools that include calendar syncing, notifications and RSVP tracking, with a BoardEffect App that keeps board members connected.
• Built-in polling to collect information on best times for upcoming meetings.
• Approval workflows that create an efficient online system for policy changes, such as establishing or modifying the written notice requirement in bylaws.
• Board engagement reporting that captures participation and other details.

Providing standard written meeting notices is just one way your organizations can respect board members’ time and contributions. BoardEffect is a comprehensive board management solution that gives your trustees the tools they need to serve as effectively, easily and efficiently as possible. Let Diligent know how we can help you support your board.