When board members accept the responsibility for an appointment to a board of directors, they agree to attend board meetings and to participate fully. When things go smoothly, the board will produce a calendar of meeting dates well in advance of meetings. Depending on the type of meeting or organization, the board may be required to contact board directors every time there is a meeting or, alternatively, present them with a waiver of notice. Certain types of meetings, such as public agency meetings, always require a waiver of notice. When a waiver of notice is required, it’s important that the wording is clear and specific, and that one board member makes sure the other board members receive the waiver of notice.
What Is a Waiver of Notice?
Large corporate meetings, public body meetings and certain other types of meetings often have a provision in their bylaws that requires the organization to send out a formal notice of the meeting within a specified number of days before the meeting date. Certain situations may arise that make it impossible for the board to notify all attendees prior to the meeting. In such circumstances, most bylaws outline the provisions whereby a board can send out a waiver of notice.
A waiver of notice is a legal document that asks directors to sign the agreement, which states that they agree to waive the formal notice. Organizations will have different rules based on the type of meeting, such as the first meeting, special meetings, emergency meetings and executive sessions. The bylaws will state 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.
Waiver for a First Board Meeting
There is a lot of work involved in starting up a nonprofit organization. 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. In many cases, the board of directors has already been chosen, and they’re eager to process all the legal requirements so that they can have their first formal board meeting. The newly formed board may utilize the waiver of notice for the early meetings, so they can complete all tasks without losing time because of waiting for formal notices to go out.
Even though the full board may be in agreement to schedule several early meetings, it’s still important for all of them to sign waivers of notice. As time goes by and questions about the Articles of Incorporation or the bylaws arise, board directors may be able to state that they disagreed with the wording of the documents. They may justify it by saying that they didn’t have the proper time to review the documents, or that they were rushed into signing them.
How Does the Waiver of Notice Apply to Various Types of Meetings?
Boards typically meet on a regular basis, either monthly, bimonthly or quarterly. In rare circumstances, certain boards may only meet annually. The bylaws for most boards state that board directors 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, formal notice isn’t necessary.
Sometimes circumstances require that boards meet before the next regular meeting will be held.
Boards that need to address a situation that can’t wait may 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.
An executive session is where the board meets privately. These meetings are usually held when the board needs to discuss sensitive matters about board members, compensation or other personal matters that aren’t necessary for public disclosure. When boards schedule executive sessions prior to the regular meeting, the bylaws may or may not require a waiver of notice. Boards can also usually go into executive session during a regular meeting without requiring a waiver of notice.
Open meetings are open to everyone including the general public. Because of their public nature, most 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 directors may opt to sign a waiver of notice for open meetings.
Boards sometimes schedule special meetings outside of regular meetings for the purpose of discussing something special, 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 fax, phone, email, postal mail or voice message. The bylaws will also state whether the board may use a waiver of notice for special meetings.
Creating the Waiver of Notice Document
Most boards will utilize the waiver of notice document at some point or another. 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 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 effect as if the meeting or adjournment were held after notice.
Creating a Paper or Electronic Trail for the Waiver of Notice
Once board directors have signed the waiver of notice forms, the forms should be attached to the official minutes and preserved as evidence. Usually, the board secretary is the one who sends out and collects the waivers of notice, but any board member can fulfill the task. The waiver of notice isn’t typically used very often, but when it is, a signed waiver can be of great importance.