All nonprofit organizations in San Diego and throughout the state of California are required to hold a regular nonprofit board meeting. If you have never held such a gathering before, following these easy steps should ensure that your first one goes off without a hitch:
Notify All Relevant Parties
Under California law, all directors of a nonprofit organization are entitled to attend regular board meetings. When organizing such a meeting, you must notify those directors ahead of time, so that they may make plans to attend.
The notice that you send out must be compliant with both the California Corporations Code and your organization’s bylaws. A brief look through your bylaws should tell you:
- How to deliver the meeting notice (mail, phone, email, etc.)
- How many days before the meeting you must deliver the notice, and
- Whether or not any of your organization’s directors have waived notice
Your notice should tell the directors where the meeting will be held and what time they should be there. You may also wish to include an agenda of the topics that will be discussed at the meeting to allow the attendees time to prepare.
Should you have any questions about how and when to send a board meeting notice to your organization’s directors, your San Diego nonprofit attorney should be able to provide you with the answers you need.
Hold the Meeting and Vote on Key Issues
On the day of your board meeting, the first thing you should do is welcome the directors to the gathering and make a note of who is in attendance. Under California law, you must have a quorum of at least two directors or one-fifth of all authorized directors (whichever is larger) to take valid action at a board meeting.
Your organization’s bylaws may set higher quorum limits, so be sure to take a look through them before proceeding.
Once you have confirmed that enough directors are in attendance, you can carry out the meeting, sticking closely to your pre-planned agenda. When all relevant matters have been discussed, you can then put key issues up for a vote.
It is important to remember that, in the state of California, directors are required to vote in person. Proxy voting is not allowed.
Don’t Forget to Keep Detailed Minutes
California nonprofits are legally obliged to keep detailed minutes of their board meetings. So, if you wish to avoid getting into trouble with the state, you should ensure that someone in the room is keeping minutes as you conduct the meeting.
Board meeting minutes should generally include information such as:
- The time and date of the meeting
- When and how notice was provided to directors
- The names of the directors in attendance
- The names of everybody else in attendance
- Whether or not a quorum was established
- Any actions that were taken by the board
If you need more information about how to take minutes during your board meeting, you should speak to your California nonprofit lawyer. They should be able to point you in the right direction.
Your Knowledgeable San Diego Nonprofit Attorney
At the Semanchik Law Group, we understand how tough it can be to stay compliant with nonprofit rules, regulations, and bylaws. Should you need a California charity lawyer to provide you with some advice and guidance along the way, please do not hesitate to reach out to us at (619) 535-1811. Our skilled and experienced team is always ready, willing, and able to assist!
