Special meetings
Know when a special meeting is the right tool, and why you can't add items on the fly once it starts.
A special meeting is a board meeting called outside the regular schedule to handle one specific piece of business. It requires previous notice naming that business, and generally only that business can be acted on. Notice periods and who can call one are set by your state statute and your governing documents.
A special meeting exists for one reason
A special meeting is a board meeting called outside the board's regular schedule, and it exists to handle one thing, whatever specific business the notice named. That's the core difference from a regular meeting, which runs on the calendar your governing documents set and can take up routine business as it comes up. It's also different from an emergency meeting, which is triggered by circumstances nobody could have reasonably foreseen. A special meeting is planned, just not on the regular calendar.
You still need a quorum to conduct business at a special meeting, the same as any other board meeting, see establishing quorum. Calling a meeting "special" doesn't relax that requirement.
The notice names the business, and that limits the meeting
Under Robert's Rules of Order, a special meeting always requires previous notice, and only the business named in that notice may be transacted. That's the rule that trips up a lot of boards: you called the meeting to approve a roof repair contract, everyone's on the call, and someone suggests handling the landscaping bid while you're all here. You can't, not at this meeting.
The fix is either to put it on a future regular meeting's agenda or to send a new notice for another special meeting. See adding agenda items for the narrow exceptions some states allow, and who controls the agenda for why the board can't simply vote itself around the notice.
How much notice, and who can call one
How much notice you owe, and who is allowed to call a special meeting, are questions your bylaws answer first. Several states set a minimum notice period for regular board meetings by statute, and California's version is explicit that governing documents can require more notice than the statute, never less. Whether your own state's statute separately addresses special meeting notice, and for how many days, isn't something to assume, check your state's common-interest-community statute and your bylaws' notice clause directly.
Robert's Rules of Order requires previous notice for a special meeting regardless of what any statute says, so even a board with no applicable state statute still owes members and directors real advance notice, not a same-day phone call. See meeting notice requirements for how to work through that check for your own association.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
A board calls a special meeting to approve a roof repair contract. Mid-meeting, a director wants to also vote on hiring a new landscaper. What should happen?
A homeowner asks why the board didn't discuss the pool schedule at last week's special meeting about a roof leak. What's the best explanation?
A board in Washington wants to call a special meeting for next week. Before mailing notice, what should the secretary check first?
Sources
- Robert's Rules of Order Newly Revised, 12th ed., Frequently Asked Questions, Robert's Rules Association
- California Civil Code, Davis-Stirling Common Interest Development Act, Open Meeting Act §4920, California Legislature
Board Meetings
Next, check your own bylaws' notice clause against meeting notice requirements so you know exactly what your association owes.
This page is educational, not legal advice. Meeting notice rules and who may call a special meeting vary by state and by your association's own governing documents. Confirm both before acting.