What Is a Special Meeting of the Board of Directors?

Nonprofit boards sometimes face urgent situations that cannot wait for their next regular meeting.

A special meeting of the board of directors is an unscheduled meeting called to address time-sensitive matters that require immediate board attention and decision-making.

Unlike regular meetings that are planned months in advance, these meetings happen when something important comes up that needs quick action.

Special meetings serve a vital purpose for Canadian nonprofits dealing with urgent business matters.

They might need board approval for an unexpected funding opportunity, a sudden legal issue, or a critical operational decision.

These meetings come with specific rules about who can call them and how much notice directors must receive.

Understanding the legal requirements and best practices for special meetings helps nonprofit boards act quickly when needed while staying compliant with Canadian corporate law.

This knowledge ensures boards can respond to urgent matters effectively without creating legal problems or excluding important voices from crucial decisions.

Defining Special Meetings of the Board of Directors

Special meetings are emergency gatherings called outside the regular schedule when urgent matters require immediate board attention.

These meetings differ from planned annual or regular board meetings by addressing time-sensitive issues that cannot wait for the next scheduled meeting.

Purpose and Distinction from Regular and Annual Meetings

Regular board meetings follow a predetermined schedule set by the nonprofit’s bylaws.

These meetings occur monthly, quarterly, or at other fixed intervals.

Annual meetings happen once per year and cover major organizational matters like financial reports and director elections.

Special meetings break from this routine schedule.

They address urgent business that needs board action before the next regular meeting.

The key difference lies in timing and purpose.

Regular meetings handle ongoing organizational business, while special meetings focus on specific urgent matters.

Board directors receive standard notice periods for regular meetings.

Special meetings require shorter notice periods due to their urgent nature.

The agenda for special meetings typically contains fewer items than regular meetings.

This focused approach ensures directors can address critical issues quickly and effectively.

Situations Warranting a Special Meeting

Several urgent situations may require a special meeting of the board of directors:

Financial emergencies that need immediate board approval or action, such as unexpected budget shortfalls or emergency funding decisions.

Legal matters requiring quick board response, including lawsuits, regulatory compliance issues, or contract disputes.

Leadership changes when key staff members resign unexpectedly or need immediate replacement.

Property transactions with tight deadlines that cannot wait for regular board meetings.

Crisis management situations affecting the nonprofit’s operations, reputation, or mission.

The board must determine whether each situation truly requires immediate attention.

Misusing special meetings for routine business may reduce director attendance.

Legal Framework for Special Board Meetings in Canada

The legal framework for special board meetings in Canada operates under federal and provincial statutes.

The Canada Not-for-profit Corporations Act (CNCA) governs federally incorporated nonprofits, while provincial acts like the Ontario Not-for-profit Corporations Act (ONCA) regulate organizations incorporated within specific provinces.

Applicability of CNCA and ONCA

The CNCA applies to nonprofits incorporated under federal jurisdiction.

It grants directors the authority to meet at any place and time according to their bylaws.

Section 136 of the CNCA states that directors may meet with proper notice as required by organizational bylaws.

The act requires a majority of directors to form a quorum unless the articles or bylaws specify otherwise.

Organizations incorporated in Ontario fall under the ONCA framework.

This provincial statute allows directors or members to call special meetings at any time beyond the mandatory annual general meeting.

The ONCA requires annual members’ meetings at least once every 15 months.

Special meetings provide flexibility for urgent matters that cannot wait for regular scheduled meetings.

Both acts emphasize that organizational bylaws and articles can establish more specific requirements.

Directors must follow their organization’s governing documents alongside applicable federal or provincial statutes.

Role of Provincial and Federal Statutes

Federal and provincial statutes create the foundational legal structure for nonprofit governance.

They establish minimum standards while allowing organizations to customize their specific procedures.

Provincial statutes like the ONCA typically require annual general meetings within six months of the fiscal year end.

Special meetings supplement these mandatory gatherings when urgent decisions arise.

State statutes provide default rules that organizations can modify through their bylaws.

These laws ensure proper notice periods and establish who has authority to call special meetings.

Directors must understand which jurisdiction governs their organization.

Federal incorporation means following CNCA requirements, while provincial incorporation requires compliance with the relevant provincial nonprofit statute.

The statutes protect member interests by requiring proper notice and preventing misuse of special meetings.

They balance organizational flexibility with governance accountability standards.

Calling a Special Meeting: Who Can and How

In Canadian nonprofits, both directors and members can initiate special meetings.

The specific requirements depend on the organization’s bylaws and governing legislation.

Each type follows distinct procedures and notice requirements to ensure proper governance.

Board-Initiated Special Meetings

Directors can call special meetings when urgent matters arise between regular board meetings.

Most nonprofit bylaws allow the board chair, president, or a minimum number of directors to initiate these meetings.

The specific authority varies by organization.

Some bylaws permit any single director to call a meeting, while others require two or more directors to make the request together.

Common initiators include:

• Board chair or president
• Secretary or treasurer
• Any two directors acting together
• A specified percentage of the board

Directors must follow the notice requirements outlined in their bylaws.

They should clearly state the purpose and urgency of the meeting when making the request.

Special meetings allow directors to address time-sensitive issues.

These might include financial emergencies, legal matters, or unexpected opportunities requiring quick board action.

Member Requisitioned Meetings

Voting members can request special meetings to address concerns about organizational direction or governance.

This process is called a member requisition.

Most provincial laws require a minimum percentage of voting members to sign the requisition.

This threshold typically ranges from 5% to 10% of the total membership.

The requisition must include:

• Clear statement of meeting purpose
• Specific agenda items
• Signatures of qualifying members
• Contact information for organizers

Directors have a legal duty to call the meeting once they receive a valid requisition.

They cannot refuse if the request meets all legal requirements.

The meeting agenda must focus on the issues raised in the requisition.

Directors cannot add unrelated business items without member consent.

Members meeting through requisition have the same voting rights as any regular members meeting.

They can pass resolutions and make binding decisions within their authority.

Notice Requirements and Procedures

Canadian nonprofits must provide proper notice before any special meeting.

The notice period varies by province but typically ranges from 10 to 21 days.

Notice must include:

• Meeting date, time, and location
• Clear agenda or purpose statement
• Any proposed resolutions
• Voting procedures if applicable

Notice can be delivered by mail, email, or other methods specified in the bylaws.

Organizations must use the communication method that ensures members receive the information.

Some provinces allow shorter notice periods for truly urgent matters.

This requires specific justification and may limit the meeting agenda.

The meeting agenda cannot include items not mentioned in the notice.

This protects members from surprise decisions they cannot prepare for.

Directors must ensure a quorum exists before conducting business.

The quorum requirements are the same as regular meetings unless bylaws specify otherwise.

Conducting a Special Board Meeting

Proper execution of special board meetings requires careful attention to agenda preparation and meeting procedures.

Success depends on focused agendas, established voting protocols, and defined responsibilities for officers and leadership.

Agenda Setting and Distribution

The agenda for special meetings must focus only on the urgent matters that triggered the meeting.

Directors should not introduce new business items during the session.

Key agenda requirements include:

• Specific description of urgent issues
• Background documents attached
• Clear action items needed
• Time estimates for discussion

The person calling the meeting typically prepares the agenda.

This could be the board chair, president, or requesting directors.

They must distribute it with the meeting notice.

Directors receive agendas at least 48 hours before the meeting in most provinces.

Some organizations require longer notice periods in their bylaws.

The agenda should include only essential items.

Each item must relate directly to the urgent situation.

Quorum and Voting Procedures

Special meetings follow the same quorum rules as regular board meetings.

Most nonprofit corporations need at least 50% of directors present to conduct business.

Voting procedures remain unchanged:

• Simple majority for most decisions
• Higher thresholds for major changes
• Recorded votes in meeting minutes
• Equal voting rights for all directors

Voting members must be present to participate in decisions.

Remote attendance may be allowed if bylaws permit electronic participation.

The chair calls for votes after discussion ends.

Directors cannot vote by proxy unless specifically allowed in corporate bylaws.

Minutes must record who attended and how each director voted on major items.

This creates an official record of the special meeting decisions.

Role of Officers and the Chief Executive

The board chair typically runs special meetings using the same procedures as regular sessions.

They guide discussion and ensure focus on urgent agenda items.

Officer responsibilities include:

• Chair: Facilitates meeting and maintains order
• Secretary: Records minutes and handles notices
• Treasurer: Provides financial information if needed
• President/CEO: Reports on operational matters

The chief executive attends when their input is needed for decision-making.

They provide background information and answer director questions about urgent issues.

Officers cannot make decisions for the board during special meetings.

Only voting members can approve resolutions and major actions.

The chief executive may leave during confidential discussions about their performance or compensation.

Officers should clarify their roles before the meeting starts to avoid confusion during urgent deliberations.

Key Business Typically Addressed at Special Meetings

Special meetings focus on urgent matters that require immediate board attention.

These meetings typically address organizational changes, personnel decisions, financial oversight issues, and time-sensitive business transactions that cannot wait for the next regular meeting.

Bylaw Amendments and Organizational Changes

Boards often call special meetings to consider changes to their bylaws or corporate structure.

These amendments may affect voting procedures, board composition, or operational policies.

Bylaw changes require careful review since they impact how the nonprofit operates.

Directors need time to study proposed amendments before voting.

Common organizational changes include:

• Membership structure modifications
• Board size adjustments
• Meeting frequency changes
• Voting threshold updates

Special meetings allow focused discussion on these important structural decisions.

Directors can ask questions and debate changes without other agenda items creating time pressure.

Director and Officer Removals

Personnel issues involving directors or officers often require special meetings.

These sensitive matters need confidential discussion away from regular business.

Removal procedures must follow proper legal steps.

Boards cannot rush these decisions without following due process requirements.

Common scenarios include:

• Director misconduct or conflict of interest
• Officer performance issues
• Breach of fiduciary duty allegations
• Attendance problems

The board must document their reasons carefully.

They need to protect the organization while treating individuals fairly.

Special meetings provide the privacy needed for these difficult conversations.

Directors can speak openly about personnel concerns.

Financial Oversight and Audits

Financial emergencies and audit issues often trigger special meetings. These matters impact the organization’s financial health and legal compliance.

Audit problems need immediate attention from directors. They have a fiduciary duty to address financial concerns quickly.

Key financial issues include:

• Audit findings requiring board response
• Financial statements showing serious problems
• Cash flow emergencies
• Banking relationship changes

Directors must review financial statements carefully during these meetings. They need to understand the organization’s financial position before making decisions.

External auditors may attend to explain their findings. This helps directors understand complex financial issues and their responsibilities.

Urgent Transactions and Major Decisions

Time-sensitive business opportunities may require special meetings. These transactions cannot wait for the next scheduled board meeting.

Major decisions need full board input even when timing is tight. Directors must fulfill their fiduciary duty despite time pressure.

Urgent matters typically include:

• Property purchases or sales
• Major contract negotiations
• Merger or partnership opportunities
• Legal settlement discussions

Directors review detailed information about proposed transactions. They must understand risks and benefits before voting.

Officers present background information and recommendations. The full board makes final decisions on major transactions.

These meetings protect the organization’s interests. They allow quick responses to opportunities.

Best Practices and Compliance Tips

Canadian nonprofit boards must follow strict rules when holding special meetings. Proper documentation and upholding fiduciary responsibilities are essential for legal compliance.

Ensuring Transparency and Proper Record Keeping

Board secretaries must document all special meeting activities in official minutes. These records should include the date, time, attendees, and reasons for calling the meeting.

Key documentation requirements include:

• Written notice with meeting purpose
• Attendance records
• Voting results on all motions
• Copies of materials presented

Minutes must capture the board’s decision-making process clearly. They should show how directors considered their fiduciary duty when making choices.

Provincial laws require nonprofits to keep meeting records for specific time periods. Most provinces mandate keeping these documents for at least seven years.

Digital storage systems help boards organize and protect their meeting records. Cloud-based platforms keep documents accessible and secure.

Maintaining Fiduciary Duty and Accountability

Directors must act in the nonprofit’s best interests during special meetings. This means making decisions based on facts and proper analysis.

Fiduciary responsibilities include:

• Acting with care and diligence
• Avoiding conflicts of interest
• Making informed decisions
• Protecting organizational assets

Board members should review all meeting materials before attending. This preparation helps them make well-informed choices.

Directors with potential conflicts must declare them immediately. They should leave the room during discussions where they have personal interests.

Special meetings require the same ethical standards as regular board meetings. All voting must follow procedures outlined in the organization’s bylaws.

Conclusion

Special board meetings are a vital tool for Canadian nonprofit organizations when urgent matters need immediate board attention. These meetings allow boards to address time-sensitive issues that cannot wait until the next regular meeting.

Proper notice and clear procedures help ensure all directors can participate in important decisions. Organizations should establish guidelines in their bylaws about who can call these meetings and what notice period is required.

Contact Orghub to learn more about managing your nonprofit’s board meetings and governance requirements. Their platform helps organizations streamline meeting processes and maintain proper documentation.

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Frequently Asked Questions

Special board meetings help nonprofit boards address urgent issues that cannot wait for regular meetings. These meetings have specific rules about who can call them and how much notice directors need.

What are the special meetings of the board of directors?

Special meetings are board sessions called outside the regular schedule to handle urgent matters. They focus on specific issues that need immediate attention from the board.

These meetings differ from regular monthly or quarterly board meetings. They happen when time-sensitive decisions cannot wait until the next planned meeting.

What is the role of the board of directors in a non-profit organization in Canada?

The board of directors governs the nonprofit organization and makes major decisions. They set policies, oversee finances, and ensure the organization meets its mission.

Board members have legal duties to act in the organization’s best interests. They must follow provincial laws and the organization’s bylaws when making decisions.

What is the difference between ordinary meeting and special meeting?

Regular meetings happen on a set schedule that the board plans in advance. These might occur monthly, quarterly, or at other regular intervals.

Special meetings are called when urgent issues arise between regular meetings. They require proper notice to all board members before they can take place.

Regular meetings can cover any board business. Special meetings typically focus only on the specific urgent matters listed in the meeting notice.

What is a special director’s meeting?

A special director’s meeting is the same as a special board meeting. Both terms describe meetings called outside the regular schedule for urgent business.

The organization’s bylaws usually say who can call these meetings. This might include the board chair, president, or a certain number of directors working together.

What is the purpose of a special meeting?

Special meetings address urgent issues that cannot wait for the next regular board meeting. Examples include approving time-sensitive contracts or responding to emergencies.

These meetings help boards act quickly when needed. They prevent important decisions from being delayed by regular meeting schedules.

Board members should not use special meetings to avoid including certain directors in sensitive decisions. The meetings must follow proper notice rules.

What do you call a special board meeting?

Organizations might use different names for these meetings. Common terms include “special meeting,” “emergency meeting,” or “called meeting.”

The official name is usually found in the organization’s bylaws. Some bylaws use “special meeting of the board of directors” as the formal term.

The name is less important than following the correct procedures for calling and running the meeting.