What is a waiver of notice for a nonprofit board meeting?
As a new volunteer board member, you may not yet be familiar with board meeting etiquette and rules. Not all meetings are created equal — some demand extra attention. Enter the ‘waiver of notice,’ a crucial tool for board secretaries and presidents, especially for annual or emergency gatherings. Here’s a quick primer on what a waiver of notice for board meetings is and when to use one.
What is a waiver of notice for a board meeting?
When board members are elected or appointed, they agree to attend all board meetings. Most board meeting dates are set at the beginning of the year, and the board secretary or other administrator sends these dates out to board members well in advance. Depending on the type of meeting, the board may be required to contact members every time there is a meeting or the members should receive a waiver of notice.
A waiver of notice, according to LSD Law is “when someone gives up their right to receive a notice about something. This can happen if they know about the thing already and don’t need a notice, or if they choose to not receive a notice. It’s like saying ‘I don’t need to be told about this.’”
In the context of board service, certain types of meetings, such as annual meetings or emergency meetings, may require an official waiver of notice for board members. It’s the responsibility of the board secretary or the board president to make sure that all other board members receive the waiver of notice.
Why is waiver of notice necessary?
Organizations and elected bodies often have legal requirements or state mandates that require them to send out and publicize formal notice of their meeting within a specified number of days before the meeting date. When boards can’t notify all attendees before a meeting, their bylaws may allow a board to send out a waiver of notice.
The waiver is a legal document that states a board member agrees to waive the formal notice, and it must be signed by the board member.
Organizations will have different rules based on the type of meeting. Individual bylaws will include which types of meetings require either formal notice or no notice at all and which meetings permit the board to offer a waiver of notice. These could include the first meeting, special meetings, emergency meetings, and executive sessions.
However, it’s important to note that “waivers and releases are commonly used by nonprofits to manage risk, but they are not foolproof, as many courts do not favor them,” points out Ellis Carter, a nonprofit lawyer at Caritas Law Group, P.C.
“Waivers and releases are commonly used by nonprofits to manage risk, but they are not foolproof, as many courts do not favor them.” – Ellis Carter, nonprofit lawyer, Caritas Law Group, P.C.
How does the waiver of notice apply to various types of meetings?
Boards typically meet regularly – either monthly, bimonthly, or quarterly. In rare circumstances, some boards may only meet annually. The bylaws for most boards state that board members should get regular notice of all board meetings. There may be a stipulation in the bylaws that says if the meetings occur at a fixed location at fixed intervals, such as the third Monday of the month, a formal notice isn’t necessary.
Sometimes circumstances require that boards meet before the next regular meeting will be held. A waiver of notice should be used in this situation for all board meetings that require prior notice.
Here’s how waivers apply to different types of meetings:
First board meeting
Much of the work of starting a nonprofit organization needs to be done before a board can hold its first meeting.
The board needs to register the organization with the proper authorities. Part of that process requires submitting the Articles of Incorporation, bylaws, and statement of purpose. The newly formed board may use the waiver of notice for the early meetings, so they can complete all tasks without losing time waiting for formal notices to go out.
Even though the full board may agree to schedule several early meetings, it’s still important for all of them to sign waivers of notice.
Emergency meeting
A situation that can’t wait may require boards to schedule an emergency meeting. Unless the bylaws indicate otherwise, boards can hold emergency meetings without requiring a waiver of notice for a meeting. In such cases, dealing with the crisis is more important than finding a convenient time for all board members to attend.
Executive session
An executive session is where the board meets privately. These meetings are usually held when the board needs to discuss confidential matters about personnel, compensation, or legal issues that aren’t appropriate for public disclosure. When boards schedule executive sessions before the regular meeting, the bylaws may or may not require a waiver of notice. Boards can usually go into executive session during a regular meeting without requiring a waiver of notice.
Open meeting
Open meetings are open to the general public. Because of their public nature, organization’s bylaws usually require that the board posts a public notice of the meeting at physical locations, in the media, or both, in addition to notifying board directors. Board members may opt to sign a waiver of notice for open meetings.
Special meeting
Boards sometimes schedule special meetings outside of regular meetings to discuss something out of the ordinary, such as making plans for a fundraiser. The bylaws will specify how many days’ notice the board must give and the mode of contact, which may include phone, email, postal mail, or voice message. The bylaws will also state whether the board may use a waiver of notice for these meetings.
Meeting facilitators and chairs may find it helpful to keep a cheat sheet on Robert’s Rules parliamentary procedure at their fingertips during a meeting. Download our free printable cheat sheet now and make your nonprofit board meetings run even more smoothly and effectively.
_______________________________________________________________
How to create a waiver of notice document
Most boards will use a waiver of notice document at some point or another. Because it’s a legal document, it’s wise to have a template ready for use. The wording can be simple and succinct. It should include the date, time, and location of the meeting and the name of the organization. The main paragraph should state something along the following lines:
I 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 effect as if the meeting or adjournment were held after notice.
Here are some waiver of notice templates:
Technology can help manage your waiver of notice process
The waiver of notice isn’t typically used very often, but when it is, a signed waiver must be preserved.
You can store your waiver of notice template in your BoardEffect Resource Library.
Once board directors have signed the forms, they should be considered part of the official minutes of the meeting. This is easy to do in BoardEffect.
The board secretary can also use the software to ensure that board members receive the notices, and track who has signed and returned them.
BoardEffect is designed for mission-driven boards, with features to help manage meetings efficiently and streamline your processes. Find out today how we can help your organization.
