For nonprofit leaders, ensuring proper notice of board and member meetings might seem like a minor administrative task, but it’s anything but. Failing to give legally compliant notice can undermine board actions, create internal conflict, or even expose the organization to liability. Whether your nonprofit is large or small, holds virtual or in-person meetings, sends notices electronically or by mail, it’s important to know the rules and follow them closely.
Here’s what every nonprofit should understand about meeting notice requirements, waivers, and electronic communications, and why your bylaws are your best friend for getting it right.
Start With Your Bylaws
The first place to look is your nonprofit’s bylaws. These governing documents should spell out how much advance notice is required for board and member meetings, what format it must take (e.g., electronic, mail), and who is responsible for sending it. California law sets minimum standards that your bylaws must satisfy, but your bylaws may impose more specific or stricter requirements that are binding on your organization. Always cross-reference your state’s nonprofit law with your bylaws to ensure compliance on both fronts.
What the Law Requires
Each state sets its own legal baseline for what constitutes proper notice of board and member meetings, and these requirements can vary depending on your organization’s type and where it is incorporated. While your nonprofit’s bylaws will often be more specific, it’s important to understand your state’s default rules, especially if the bylaws are silent on the issue.
For example, under California law, meetings are categorized as regular or special meetings. Regular meetings of the board, which typically are scheduled in advance, occur in regular intervals, and concern routine governance of the organization, do not require notice if the time and place of such meetings is stated in the bylaws or standing resolution of the board. Special meetings, which are called to address specific matters, require that boards of directors receive “reasonable notice” before meetings, which requires at least four days’ notice if provided by mail or at least 48 hours’ notice if provided by personal delivery, telephone, or electronic communication, unless the bylaws provide stricter requirements. In California, for regular or special meetings, a notice must provide the time and place of the meeting but not the meeting agenda or purpose, whereas other states do require the purpose to be included for special meetings. In short, the notice requirements for both board and member meetings are nuanced and prescribed in detail by each state’s nonprofit law.
Electronic Notices and Section 20 Consents
If you’re using email or another digital method to send meeting notices, make sure you have obtained any consent necessary under your state’s law. For instance, California Corporations Code Section 20 allows for electronic communications only if the recipient has agreed in writing to receive notices in that format. Without that consent, notice via email doesn’t count—even if your board has been doing it that way for years.
It’s a common oversight: many nonprofits default to email but never collect proper consents from directors or members. This renders meeting notices invalid, and actions taken at those meetings may be legally challenged later. Fixing this is simple: create a short form or include consent language in your board or member onboarding materials and be sure to retain those records.
What About Waivers?
If a director or member does not receive proper notice but still attends the meeting and participates without objecting at the beginning of the meeting, or waives notice in writing, that’s typically considered a waiver of notice. Directors or members may also waive their right to notice in writing or by approving minutes or actions that took place at the meeting. However, relying on waivers is not a best practice. A pattern of informal or inconsistent notice can erode trust and complicate recordkeeping. It’s better to have a consistent practice of providing proper notice and only rely on waivers for those truly extraordinary circumstances.
Why It All Matters
Proper notice protects the integrity of actions taken by your board or membership. If notice is not given correctly, decisions made at the meeting may be invalid or subject to challenge. This could include significant actions such as approving budgets, entering contracts, or electing officers. Especially when conflicts arise, parties may challenge board actions on procedural grounds, which puts your organization at legal and reputational risk.
Conclusion
Take the time to review your bylaws and confirm that they are compliant with the law and your organization is meeting the notice requirements for both board and member meetings. Make sure your team understands the need for obtaining proper consents if using electronic communication. These small steps go a long way in supporting transparency, accountability, and the legal validity of your board’s decisions.
Need help reviewing your bylaws or ensuring your meeting notices are compliant? Contact us to schedule a consultation and ensure your board and member actions are built on a solid legal foundation.