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 make a decision about whether the member can or should 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. It 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, notice of this kind should be followed by 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 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 prior to 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. 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. Items that are not stated on the previous notice should not be conducted at the special meeting.
Sample of a previous notice for a meeting:
PUBLIC NOTICE OF A SPECIAL MEETING
The ABC Council of Lake County will be holding a special meeting on Friday, July 4th, at 7:00 p.m., in room 205 of the Central Community Building, at 123 Main Street, in Smithsville. We request all members to attend in person. The council will discuss the issue of rescinding the previously adopted motion to allow a manufactured home development at the Jones Park subdivision.
June 15, 2016
Notice prepared by Susan Day
There are a couple exceptions to discussing items during a special meeting. Some items may be discussed in 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 via 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.
The secretary is responsible for getting the notices out to the members and receiving signed waivers back prior to 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.