Effective boards plan their board agendas wisely. The intent is to address all necessary business at their regular business meeting. Board director time is valuable, so it’s important to cover as much ground as possible during regular meetings. Unfortunately, even the best-laid plans don’t always work like clockwork. Occasionally, something comes up that requires boards’ immediate attention. That’s the time when boards petition for a special meeting. Special meetings have special rules, and it’s important that board members know the rules and follow them precisely.
Special Handling for Special Board Meetings
How do you know when a matter is important enough to petition for a special meeting? Robert’s Rules of Order gives us some guidance. According to parliamentary procedures, there are two basic reasons for petitioning for a special meeting:
First, boards may call for a special meeting when something important comes up that the board must deal with before the next regular meeting. Second, if a matter comes up that is so important that it needs to be the sole reason for an entire meeting, that is also a good reason to petition for a special meeting.
Who Can Petition for a Special Meeting?
Usually, someone on the board petitions for a special meeting; however, there are exceptions where others can call for a special meeting. In general, board directors, the board chair or the board president calls for a special meeting. Depending on the type of organization, the members may be able to petition for a special meeting as well.
For example, in a homeowner’s association (HOA), the bylaws may contain a clause that allows the association’s members to petition for a special meeting. In that case, the clause may state something like, “Association members may petition for a special meeting with at least 5% of the membership’s signatures on a petition. The petition must state the exact issue or problem they want to address.” In this situation, one or more homeowners start circulating a petition, and when they have the required number of signatures, the board schedules the special meeting.
The board of directors doesn’t have the authority to overrule the petition.
Providing Written Notice for a Special Meeting
The first rule of thumb for special board meetings is that the bylaws guide how to handle them. If the bylaws don’t have a section that describes how to handle special meetings, the board can consider adding a section, as long as they follow proper procedures for amending their bylaws.
Boards must provide written notice for a special meeting and the bylaws will specifically state that. The bylaws will also outline the timeframe that boards must follow for providing written notice. For example, many boards find that at least 14 days, but not more than 30 days, is a reasonable timeframe for providing written notice.
Things to Consider When Making Rules for Petitions for Special Meetings
When boards write their bylaws, they should consider several things before writing the section on petitions for special meetings. The rules should account for the size of the group and should be reasonable under the circumstances. Take into account the distance that board members must travel and allow enough time for board directors to rearrange their schedules to accommodate a special meeting.
Writing a Petition for a Special Meeting
Davis-Stirling.com provides this basic template of a petition as an example. State the purpose of the petition on the same page as the signature lines to prevent any suspicion of fraud. Davis-Stirling suggests the wording may be along the following lines:
The undersigned members hereby petition the board of directors to set the earliest reasonable date, time and place for a special membership meeting for the purpose of ___________________________________________, and that notice and ballots be sent to the membership as provided for in Corporations Code §7511 and Civil Code §5115.
Written Notice for Special Meetings
It’s crucial for boards to recognize that a special meeting gets scheduled only when an issue is of such a timely nature that it can’t wait until the next regular meeting time.
Special meetings are not the appropriate time for the board to deal with regular board agenda items after they deal with the special issues. When setting the agenda, only include items that address the special nature of the meeting. Save all other issues for the next regular meeting.
Write up the notice and get it out to the board members and others as applicable under the bylaws. Keep the written notice simple and to the point, stating only what is necessary. Of course, be sure to include the time, date and location of the meeting, as well as the topic for discussion.
An example of a written notice follows:
Officers Row Homeowner’s Association
Notice of Special Meeting
A special meeting of the Officers Row Homeowner’s Association will be held at 100 Main St. on March 17th at 7:00 p.m. to discuss the disposal of a large brush pile on the common grounds.
Please plan to participate. If you have any questions, please contact Tim Smith, Board President.
Officers Row Homeowner’s Association
Boards must make sure that they have a quorum at a special meeting if the group is to vote on any issues. All members are accountable to make sure that the board and members don’t discuss items that aren’t on the prior written notice for the agenda.
How a Board Portal Assists Boards in Planning and Holding Special Meetings
BoardEffect took all of these things into consideration when they developed a board portal for boards of directors. The portal offers unlimited document storage in the cloud. Electronic document storage allows board directors to store their bylaws that outline the rules for petitions and special meetings. The portal can also store templates for petitions and written notices for special meetings so that procedures are consistent and transparent and keep everyone accountable for following the rules. The portal also provides a secure platform for storing meeting minutes and documenting important issues, such as the presence of a quorum and any votes taken at the special meeting.
In essence, board portals support best practices for all procedures for holding special meetings.