Simone Lawson
A board meeting notice is a document that informs board members about a meeting with other directors to discuss company matters. Notices of meetings are provided to members in advance, allowing them to prepare and make necessary arrangements to attend. The process for providing notice of a board meeting may vary between regular and special meetings, and it is important to adhere to the requirements stipulated by state laws, company bylaws, and organizational documents. This paragraph introduces the topic of notice for special board meetings, highlighting its purpose, timing, and legal considerations.
| Characteristics | Values |
|---|---|
| Notice Delivery Method | Postal mail, posting at the meeting site, posting on the organization’s website, filing with an official government entity, written notice to individuals, notice to the media, phone call, voicemail, electronic transmission, in person |
| Notice Content | Date, time, location, agenda, purpose, meeting type, list of attendees |
| Notice Timing | At least 4 days in advance for postal mail, 48 hours in advance for in-person, phone, voicemail, or electronic transmission |
| Notice Sender | Company secretary or whoever is authorized in the company's bylaws |
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What You'll Learn
Minimum notice periods
The minimum notice period for a special board meeting varies according to the jurisdiction and the organisation's bylaws. In California, the California Corporations Code requires a minimum amount of notice for special meetings. This is usually four days' notice by first-class mail or 48 hours if delivered in person, by telephone, voicemail, or electronic transmission.
Some sources suggest that two days is the minimum notice period for a special meeting, and this should be sufficient to allow all board members to make travel plans and schedule changes. However, it is worth noting that some countries, like the UK, require a minimum of 14 days' notice for an AGM.
The notice period should be reasonable and allow board members to prepare for the meeting. Notices should include the date, time, location, and agenda of the meeting. It is also important to consider the mode of delivering the notice, which may be specified in the bylaws. Notices can be sent via postal mail, posted at the meeting site, on the organisation's website, filed with a government entity, or by written notice to individuals who request it.
While not always legally mandated, using a standardised notice format for special meetings will benefit the organisation and its trustees.
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Waivers of notice
The process of obtaining a waiver of notice is typically facilitated by the board secretary or president, who ensures that all board members receive the waiver. This waiver is a legal document that must be signed by the board member and attached to the official meeting minutes. It serves as evidence of the board member's consent to hold the meeting and abide by the decisions made.
According to state business laws and organisational bylaws, special board meetings may require a minimum notice period, such as two or four days in advance. However, if there is insufficient time to provide formal notice, directors can opt to sign a waiver of notice, allowing the meeting to proceed without the standard notice period. This waiver ensures that all directors agree to the meeting and its outcomes.
It is important to note that the use of waivers of notice should not be misused to address sensitive matters without providing adequate notice to all board members. Special board meetings are intended for urgent issues that cannot be delayed until the next regular meeting. Therefore, waivers of notice should be used judiciously to ensure all directors have the opportunity to participate and make informed decisions.
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Who can call a special meeting
Special board meetings are typically called by a board chairperson or president. However, there are instances where others can call for a special meeting. For example, in a homeowner's association (HOA), the bylaws may contain a clause that allows members to petition for a special meeting. In such cases, the clause may require a minimum number of signatures from the association's members on a petition. This petition is then given to a board member, who schedules the special meeting.
According to the California Corporations Code, special board meetings may be called by the chair of the board, the president, any vice president, the secretary, or any two directors. Additionally, some sources state that special board meetings may be called by the chairperson at any time and upon receipt of a written request from any three directors.
It is important to note that the bylaws of an organization should outline the procedures for calling and handling special meetings. These bylaws may vary depending on the type of organization and the state business laws that apply. Therefore, it is crucial to refer to the specific bylaws and state business laws that govern the organization in question.
While special meetings are essential to address urgent issues, they should not be misused to take action on sensitive matters when all board members may not be expecting or able to attend a meeting. Proper notice and adherence to the bylaws are crucial to ensure the effectiveness and legality of special meetings.
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Agenda items
Special board meetings are convened to address urgent or specific matters that cannot wait for the next regular meeting. Therefore, the agenda items outlined in the notice should reflect the time-sensitive nature of the meeting. These agenda items may include emerging issues, unexpected developments, or matters requiring immediate official action.
The agenda for a special board meeting should be carefully curated to focus on the specific issue(s) at hand. It is important to note that, unless indicated otherwise in the bylaws, discussion during the meeting should be limited to the agenda items specified in the notice. This ensures a structured and focused approach, preventing the meeting from veering off-topic.
When crafting the agenda items, consider the following:
- Specify the date, time, and location of the meeting, ensuring compliance with any relevant laws and bylaws.
- Outline the agenda items clearly and concisely, providing sufficient detail for directors to understand the purpose of each discussion point.
- Prioritise the agenda items based on their urgency and relevance to the special meeting.
- Consider including any materials or information that directors may need to review in advance to facilitate informed decision-making during the meeting.
By providing a well-structured and informative agenda, the board can ensure that special meetings are efficient, effective, and aligned with the organisation's goals and objectives.
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Delivery methods
The delivery method for a notice of a special board meeting depends on the company's bylaws, the state or country's business laws, and the urgency of the meeting. Notices can be delivered via postal mail, in-person, by telephone (including voicemail), or electronic transmission (such as email or facsimile). Some laws and bylaws require a minimum number of days' notice, such as four days for postal mail or two days for other methods.
In the case of urgent matters, a special meeting may be called with little forewarning. For example, the California Corporations Code allows special board meetings to be called by certain officers or directors without the usual notice period. However, it's still important to give enough notice for board members to make travel arrangements and prepare for the meeting.
The responsible officer, usually the company secretary, should confirm that a quorum of directors will be available before scheduling and sending out the notice. Notices should include the date, time, location, and agenda of the meeting, with the option to include additional materials for review. While not always legally required, providing a written notice is recommended to ensure a record of the invitation.
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Frequently asked questions
The required notice period for a special board meeting is typically four days if the notice is provided by first-class mail, or 48 hours if delivered in person, by telephone, or electronically. However, it's important to note that these requirements may vary depending on local laws and company bylaws.
The notice should include the date, time, location, and invited attendees. It is also good practice to include an agenda or information about the purpose of the meeting, although this is not always required. The notice should follow the format specified in the company's bylaws and comply with relevant state business laws.
Depending on the organization's bylaws, a special board meeting may be called by the chair, president, vice president, secretary, or any two directors.
