Q&A #148 – How far in advance must Board meeting materials be sent to Board members?

Question: I am the chief operating officer of a nonprofit organization, and lately we have struggled to send Board meeting materials to Board members more than a few days in advance of the meetings. Some Board members have said they should have more time to review the materials prior to the start of each Board meeting. Are we required to send Board meeting materials to Board members a certain number of days in advance of the meeting?

Answer: In most cases there are few explicit requirements regarding when meeting materials must be provided to Board members (such as the agenda, minutes of the last meeting, executive director and committee reports, financial reports, and proposed resolutions). Any specific requirements are typically found in an organization’s Bylaws, policies, or meeting guidelines, if at all. State nonprofit corporation statutes do not usually have strict requirements on this issue but check applicable state laws to be sure.

State nonprofit corporation statutes often have default provisions regarding meeting notices to ensure that all Board members are aware of when, where, and how Board of Directors meetings are being held. However, since these are typically “default” provisions, nonprofit organizations are usually free to require longer or shorter meeting notification periods by including the appropriate language in their Bylaws.

Further, these laws usually address only the date, time, place, and in some cases the purpose, of the Board meetings. It is rare to find any requirements under state law regarding the separate but related issue of providing Board meeting materials to Board members in advance of the meeting.

Therefore, the issue of how far in advance of the Board meeting the relevant materials should be provided to Board members is mostly a matter of best practices and deciding on the appropriate language in an organization’s Bylaws, policies, and/or meeting guidelines.

Many organizations strive to provide meeting materials to Board members one week (or 5 business days) in advance of a Board meeting. However, this can be a challenging standard to maintain, especially for organizations that rush to complete financial reports in time for Board meetings held in the early part of the month. Consequently, it is not uncommon for organizations to provide meeting materials only a few days in advance, particularly if Board members have a day or two over the weekend to review the materials. Providing materials 2 weeks or more in advance is usually not necessary except in special circumstances such as amendments to the organization’s governing documents or major transactions.

Planning Tip – If your organization wishes to establish formal expectations regarding how far in advance of Board meetings the core meeting materials are provided to Board members, consider setting forth these provisions in a set of guidelines rather than strict requirements in the organization’s Bylaws or policies. It is important to have flexibility to account for unforeseeable circumstances. Violating a strict meeting document distribution requirement in an organization’s Bylaws or policies is usually worse than not having the requirement at all.

Note that membership organizations with voting members who elect the Board and/or have other governance rights (most commonly in exchange for some form of annual membership dues) have special considerations, as state nonprofit corporation laws often have more detailed requirements regarding advance notice and proposals provided to voting members in advance of meetings of the membership. These requirements are usually separate from the requirements that apply to Board meetings.

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