How to Create Board Meeting Notices

Nicholas J Price
It may seem like creating board meeting notices is just another one of those mundane duties for the board secretary to perform. In the rush and routine of the board meeting cycle, it's easy enough to overlook some important steps in creating board meeting notices.

Board meetings often have different purposes. Depending upon the type of board meeting, it's possible that they have different criteria for how and when to post board meeting notices. Some organizations or public bodies may have legal requirements for notices, so it's important to get it right.

It's a mistake to leave the full responsibility for creating board meeting notices to the board secretary. The board chair and board president should pay special attention to making sure that board meeting notices contain the correct information and that postings follow the correct protocols. As a triple-check, every board member also has the responsibility for overseeing the process to make sure it follows the corporate constitution and rules for good governance.

Notice of a Regular Meeting

Most corporations and organizations hold regular meetings every month or every quarter. Unless extenuating circumstances occur, most organizations meet for a regular meeting at least once a year. The bylaws outline the protocols for all regular meetings. Board members may discuss and vote on any business at a regular board meeting.

The bylaws should spell out how to prepare notices for regular meetings and give timelines for mailing or posting them. Unless instructions in the bylaws state differently, regular meeting notices should be mailed or posted at least two weeks prior to the meeting.

Important voting matters may have specific rules for meeting notices. If making an amendment to the bylaws, or some other important matter, is on the agenda for a vote, be sure to post the notice in strict accordance with instructions in your bylaws.

A regular board meeting notice doesn't need to be fancy or lengthy. Just make sure that it's clear and informative. Here is a list of things to include:
  • Name of the organization
  • Location
  • Date
  • Time
  • Whether it is open or closed
  • Proposed Items on the agenda
  • Date of the notice
  • Who to contact with questions
Take a look at this simple notice of a regular meeting:

Regular Board Meeting Notice Town of Trempealeau

Posted on November 22, 2016, at 9:08 am.

Written by Sonja Byrne

A regular Board Meeting for the Town of Trempealeau will be held on Wednesday, December 7, 2016, at 6:30 p.m. in the Town Office, W24854 ST RD 54/93, Centerville. The agenda for the meeting will be posted near the door 24 hours prior to said meeting.

Sonja A. Byrne, Clerk/Treasurer, Town of Trempealeau

Notice of a Special Meeting

Your bylaws have to state that you can hold a special meeting in order for you to schedule one. Special meetings occur outside of the regular meeting schedule. They always require previous notice.

Boards of directors call special meetings when they want to discuss something special or important that can't wait until the next regular meeting. The notice of a special meeting contains all the same information as a regular meeting and states the items for special discussion.

The most important thing to consider when writing the notice for a special meeting is to list the items for discussion thoughtfully. Once you post the notice, no one can add more items and members cannot vote to suspend the rules for a special meeting to add items during the meeting time. This rule protects absentee voters.

Notice of an Adjourned Meeting

Most constitutions provide for an adjourned meeting when there isn't time to address all the important items on the agenda for a regular or special meeting. The adjourned meeting picks up where the previous meeting left off. A meeting that is part of a session of several meetings is also called an adjourned meeting.

As usual, the bylaws rule the day when it comes to protocols for notices for adjourned meetings. Typically, bylaws will state that when a meeting adjourns to another time or place, the board chair announces the time, date and location of the adjourned meeting before the end of the regular or special meeting. It's common for bylaws to require a meeting notice if an adjourned meeting will take place more than 30 days after the previous meeting.

Notice of an Annual Meeting

Board members vote on many important matters at the annual business meeting. Board members elect the board members for the next year at this meeting. Committee chairs present their annual reports at the annual meeting and all members approve the auditor's report.

Attach the agenda and the minutes of the last annual general meeting to the notice. State clearly what actions the board will take at the annual meeting.

Here's a sample of an annual meeting notice:

Waiver of Notice

What if providing notice of a meeting proves to be too difficult or cumbersome? When there are many directors and there is little time to prepare a formal notice for the meeting, it's sometimes easier for the board secretary to issue a waiver of notice. Each director signs off on a waiver of notice stating that they agree to waive the notice of the meeting.

Here's a sample of a Waiver of Notice form. It's important to get a signed form back from every director. That will prevent problems of directors not being informed about important matters and the results of any voting that takes place in their absence.

A Word About Executive Session

An executive session doesn't require a formal notice, because it happens extemporaneously. When issues of a sensitive nature arise, board members have the opportunity to make a motion to move the meeting into executive session. Executive session gives board members the chance to discuss matters privately before opening them up to the public.

Some Final Thoughts About Creating Board Meeting Notices

Failing to give proper notice for a board meeting can create some serious problems. You run the risk of board members not being able to attend, or worse, not even knowing a meeting took place.

When board members don't have the opportunity to vote in person or via absentee ballot, there is a danger of having the vote challenged or overturned. Not following proper governance protocols can create negative dynamics within the board. These are all things you want to avoid.

Be cognizant that the type of meeting determines whether you need to give notice and that special meetings always require a formal notice. Be aware that the chair cannot add items after the notice goes out, so give extra care to the agenda items up front. Adjourned meetings may require a formal notice if the subsequent meeting takes place 30 days after the previous meeting.

A key thing to remember is not to become complacent when preparing notices for meetings. Getting them right is part of corporate governance and non-profit best practices. All board members should be aware that they also provide oversight for ensuring proper governance. When in doubt, let the bylaws lead the way.
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Nicholas J. Price
Nicholas J. Price is a former Manager at Diligent. He has worked extensively in the governance space, particularly on the key governance technologies that can support leadership with the visibility, data and operating capabilities for more effective decision-making.