It may seem as if it is boarding notices. It may just be 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 on the type of board meeting, it is possible that they have different criteria for 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 board chair and board president should pay attention to the board. As a triple-check, every board member therefore 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 give you some tips on how to prepare for meetings and give them timelines for mailing or posting them. Unless instructions in the bylaws state differently, regular meeting notices should be 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 bylaw, 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 bylaw.
A regular board meeting notice does not need to be fancy or lengthy. Just make sure it’s clear and informative. Here is a list of things to include:
- Name of the organization
- 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:
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 pm in the Town Office, W24854 ST RD 54/93, Centerville. The agenda for the meeting is posted 24 hours prior to said meeting.
Sonja A. Byrne, Clerk / Treasurer, Town of Trempealeau
Notice of a special meeting
Your bylaws have to make a special meeting in order for you to schedule one. Special meetings occur outside the regular meeting schedule. They always require previous notice .
Boards of directors call special meetings when they want to discuss something special or important. 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. Once you post the notice, you can not add any items to the agenda for a meeting. This rule protects absentee voters.
Notice of an Adjourned Meeting
Most constitutions provide for an adjourned meeting when there is no 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 is also being held at an adjourned meeting.
As usual, the bylaws rule the day when it comes to protocols for notices for adjourned meetings. Typically, bylaws wants to state that when a meeting adjourns to another time or place, the board 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 approve the auditors report.
Attach the agenda and the minutes of the last annual general meeting to the notice. State clearly what actions the board wants to take at the annual meeting.
Here’s a sample of an annual meeting notice:
Waiver of Notice
What is the provision of a meeting proving too difficult or cumbersome? When there are many directors and there is little time to prepare a formal notice for the meeting, it’s easier for the board secretary to issue a waiver of notice . Each director signs off on a notice of notice.
Here’s a sample of a Waiver of Notice form. That will take place in their absence.
A Word About Executive Session
An executive session does not require a formal notice, because it happens extemporaneously. When issues of a sensitive nature arise, board members have the opportunity to make a move to a meeting in an executive session. Executive session gives board members the opportunity to discuss matters.
Some Final Thoughts About Creating Board Meeting Notices
Can create some serious problems. A meeting took place.
When board members do not have the opportunity to vote in person or via absentee ballot, there is a danger of having the vote challenged or overturned. Negative dynamics within the board. These are all things you want to avoid.
Be cognisant that the type of meeting does not matter whether or not there is a formal notice. Be aware that the chair can not add items after the notice goes out, so give extra attention 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.
When it comes to preparing for meetings. Getting them right is part of corporate governance and non-profit best practices. All board members should be aware that they provide oversight for proper governance. When in doubt, let the bylaws lead the way.
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