Special Board Meetings – What Are They For And How Are They Noticed?

There are different types of nonprofit board meetings, such as annual, regular, and special meetings.  The vast majority of board meetings are regular board meetings, including the annual meeting, where a board of directors meets at a pre-determined time and place.  The frequency of regular meetings varies depending on the nature of a nonprofit organization’s operations, with some boards meeting monthly, quarterly, or somewhere in between.  In contrast, a special board meeting is a meeting that is not scheduled well in advance and is called by someone – authorized either under the law or the organization’s bylaws – for a special purpose.

Special meetings can play a crucial role in addressing matters that demand immediate discussion and approval from the entire board.  For instance, an organization involved in time-sensitive real estate transactions may need to convene a special meeting when the board’s approval of a related resolution cannot wait until the next meeting. In such situations, special meetings are not just useful, but essential, as they provide a platform for the board to collectively discuss and address urgent issues that may otherwise be delayed.  However, it’s important to note that special meetings should not be misused to take action on sensitive matters when all board members may not be expecting a meeting or able to attend a meeting.

Accordingly, the California Corporations Code sets guardrails around the use of special meetings by requiring a minimum amount of notice for special meetings and provides for other useful default rules around calling special meetings.  Specifically, California Corporations Code section 5211 provides that unless otherwise stated in a nonprofit corporation’s articles or bylaws:

• Special board meetings may be called by the chair of the board, the president, any vice president, the secretary, or any two directors.
• Notice of a special board meeting needs to be provided at least four days in advance if notice is provided by first class mail, or at least 48 hours in advance if notice is delivered personally, by telephone (including a voicemail), or by electronic transmission.
• The notice of a special meeting does not have to specify the purpose of the meeting.

An organization’s articles or bylaws may not dispense with notice of a special meeting; however, a director may waive notice either in writing or by not timely objecting to the lack of notice.  Additionally, an organization may, for example, provide for more extended notice periods in its bylaws.

The notice must provide directors with the date, time, and location of the meeting.  Although technically, the purpose of the meeting does not have to be provided, it is generally a good idea to include an agenda or similar information so directors know what to expect and why it is important to attend.

Similarly, although notice just through a phone call is sufficient, it is also a good idea to provide written notice so there is a record that notice was provided.  Either way, the purpose of providing notice is two-fold.  First, the notice provides directors with enough time to make alternative arrangements to attend the special meeting so that a quorum can be achieved.  Second, notice helps temper misuse of the special meeting process by those who might try to conduct business without the participation of certain directors.  Assuming that these notice requirements are met, special meetings can then be a valuable tool for any nonprofit board to address matters that genuinely cannot wait for the next regular board meeting and that merit immediate deliberation and discussion.