What are the differences among regular, special, annual, and organizational nonprofit board meetings? To the new nonprofit director, the various types of nonprofit board meetings can be confusing.
Not all nonprofit board meetings are alike. Board members are sometimes unaware that state law and corporate bylaws provide for different types of meetings—often with different requirements and purposes. Understanding the different types of nonprofit board meetings and their functions can help your organization more effectively plan and document meetings to address your nonprofit’s needs.
Organizational Board Meeting
The organizational board meeting occurs only once in each corporation’s life-cycle. This should be the first formal board meeting the nonprofit corporation has. The organizational meeting focuses on discussing and approving the critical items of business a new nonprofit corporation needs to take care of it begins operations. It is of key importance as there are a number of house-keeping items that a newly formed nonprofit corporation needs to take care of including:
- Ratifying the acts of the incorporator;
- Approving the bylaws;
- Appointing any directors who were not named in the Articles of Incorporation;
- Assigning directors to initial terms if the nonprofit wants to stagger its board;
- Appointing officers; and
- Adopting policies.
In addition, the meeting may address setting up the minutes book, establishing bank accounts, filing for tax exemption, and filing required state reports. It is of key importance to properly record the minutes of this meeting so that there is evidence that these are the officers/directors/bylaws/policies, etc. These minutes will be the first set of minutes added to the minute book.
Regular Board Meetings
The Board should meet on a regular basis. The frequency of these meetings will vary per organization. Whether the board meets monthly, quarterly, or something in-between depends on the Corporation’s specific needs. Some groups, depending on size or operations, may need to meet more often than others. In Arizona, many nonprofits tend to meet monthly until the dog days of Summer when they typically take a break.
To encourage participation, the schedule of regular board meetings should be fixed at the start of the year so that board members can place the meetings on their calendars and plan their schedules accordingly. Advance planning will also make scheduling less of a chore since there will be fewer commitments to accommodate.
If the Board does not meet on a regular basis, it is more vulnerable to claims that it has not met its fiduciary duty of due care. Failure to meet regularly can also lead to staff or volunteers making management decisions that should be made or at least overseen by the Board.
Regular nonprofit board meetings are essential to building and sustaining your nonprofit. These meetings help establish priorities, review unfinished business, explore high-level strategy, discuss new ideas, oversee the organization’s finances, oversee compliance obligations, and monitor progress toward the organization’s strategic goals.
Annual Board Meetings
An annual nonprofit board meeting is a type of regular meeting in that it should occur every year. The annual meeting is reserved for board business that has to be done annually. For example, many nonprofit director and officer positions are up for reelection at the annual meeting. A typical annual board meeting agenda might include:
- Elect new officers and directors
- Assess the success of programs and events held in the past year
- Review and set the budget
- Sett goals for the next year
- Evaluate the nonprofit leader’s performance
- Report on key compliance deadlines
Your bylaws may have special requirements about when and where you need to conduct the annual board meeting. The bylaws may also specify how you should communicate the information prior to and after the meeting and the amount of notice that you need to give board members. If your bylaws don’t contain this type of information, you can also refer to your state’s nonprofit corporation statute for guidance.
Special Board Meetings
Special nonprofit board meetings are meetings that are not planned in advance. They can be called for a variety of reasons. These meetings are special since they happen outside of the typical schedule of regular meetings. A group may hold a special meeting to address:
- Hiring a new vendor or employee
- Authorizing a transaction
- Amending governing documents
- Anything that is important or unusual that can’t wait until the next regular board meeting
Special meetings may also have specific requirements based on your bylaws. For instance, you typically have to give board members a certain amount of notice about the meeting. It’s generally advisable to give as much advance notice as possible for special meetings, although that may not be possible if the issue is urgent.
Let Board members know the purpose of the meeting and why a special meeting is needed. Ideally, you’ll want to inform members of all the agenda items in advance. This will help keep the meeting focused on the issue and avoid wasting board members’ valuable time.
Actions by Written Consent
Many state statutes, including Arizona and Washington, permit directors of nonprofit corporations to act without a meeting by unanimous written consent. A small number of states permit action by less than unanimous consent, but this is a rarity. Meetings by written consent are appropriate for approving routine matters or business that has already been discussed at a prior board meeting or informally through email.
In such cases, where everyone is in agreement formal approval can be given by having each board member sign the consent. Fortunately, many states also permit written consents to be in an electronic form or to be signed electronically. Remember, to approve something by consent, each voting-board member must approve the action in writing.
An understanding of the different types of board meetings and their requirements can ensure your nonprofit meets often enough to fulfill its fiduciary duties and move the organization’s work forward. Taking time to set a meeting schedule in advance with specific goals and an agenda can help ensure your nonprofit stays focused on its mission.
Ellis Carter is a nonprofit lawyer with Caritas Law Group, P.C. licensed to practice in Washington and Arizona. Ellis advises nonprofit and socially responsible businesses on corporate, tax, and fundraising regulations nationwide. Ellis also advises donors with regard to major gifts. To schedule a consultation with Ellis, call 602-456-0071 or email us through our contact form.