Free Word download • Edit online • Save & share with Drive • Export to PDF
A Notice of Special Meeting of Directors is a formal written communication issued to every member of a company's board of directors to convene an extraordinary meeting outside the regular meeting schedule. Unlike a regular board meeting — where directors can raise any item of business — a special meeting is confined strictly to the agenda items listed in the notice itself. This means the notice must precisely identify each matter the board will consider, making the agenda the most consequential part of the document. The notice also records the meeting date, time, and location and triggers the minimum advance-notice period required by the company's bylaws or applicable corporate statute.
When time-sensitive board decisions arise between regular meetings — approving emergency financing, authorizing a major acquisition, or responding to a governance crisis — proceeding without a properly issued notice exposes every resolution to legal challenge. A director who was not given adequate advance notice, or who was omitted from the notice list entirely, can move to void the resolutions passed at that meeting. Missing or vague agenda language creates the same risk: courts have invalidated board resolutions on items that were not clearly stated in the notice. This template gives you a compliant, professionally structured notice you can complete in under 15 minutes, ensuring your special meeting and the decisions made in it stand on solid procedural ground.
| If your situation is… | Use this template |
|---|---|
| Calling a routine, pre-scheduled board meeting | Notice of Regular Meeting of Directors |
| Notifying shareholders of a special general meeting | Notice of Special Meeting of Shareholders |
| Holding a board meeting by written consent without convening | Directors Unanimous Written Consent |
| Documenting the decisions made after the meeting concludes | Minutes of Special Meeting of Directors |
| Waiving the formal notice requirement for the special meeting | Waiver of Notice of Special Meeting of Directors |
| Calling a special meeting of members in a nonprofit or association | Notice of Special Meeting of Members |
Why it matters: Holding the meeting before the bylaw-mandated notice period expires can invalidate all resolutions passed, exposing the company to legal challenge by any director who was not given adequate time to prepare.
Fix: Check the notice period in your bylaws before setting the meeting date. If urgency requires a shorter window, obtain signed waivers of notice from all directors before the meeting begins.
Why it matters: Special meetings are limited to the agenda items stated in the notice. A vague agenda like 'other business' gives directors no meaningful warning and may invalidate votes on unspecified matters.
Fix: Write each agenda item as a specific action statement — name the transaction, amount, or decision to be voted on — so directors know exactly what they are being asked to approve.
Why it matters: Any director who was not notified can challenge the validity of resolutions passed at the meeting, particularly if the outcome affected their interests or the company's governance.
Fix: Cross-reference the notice recipient list against the current director register in the minute book before issuing the notice, and retain delivery confirmation for each director.
Why it matters: If an absent director did not receive or waive formal notice, their absence may be grounds to challenge quorum or the validity of the meeting itself.
Fix: Always attach a pre-completed Waiver of Notice to the notice package and follow up with absent directors to return it before the meeting is called to order.
In plain language: States the company's full legal name and identifies the document as a notice of special meeting of directors.
NOTICE OF SPECIAL MEETING OF DIRECTORS OF [COMPANY LEGAL NAME]
Common mistake: Using a trade name or DBA instead of the registered legal entity name — the notice must match the entity name in the corporate register to be procedurally valid.
In plain language: Records the date the notice is issued, which starts the clock on the required notice period under the bylaws or applicable statute.
Date of Notice: [DATE]
Common mistake: Dating the notice the same day as the meeting, which typically violates the minimum notice period in the bylaws and can render the meeting and its resolutions invalid.
In plain language: Identifies each director being notified, either by name or as a collective, confirming that notice has been sent to all directors entitled to attend.
TO: The Directors of [COMPANY LEGAL NAME]
Common mistake: Omitting one or more directors from the notice list — any resolution passed at a meeting where a director was not properly notified can be challenged by that director.
In plain language: Specifies when and where the meeting will be held, including the full address for in-person meetings or a dial-in or video link for virtual meetings.
A Special Meeting of the Directors will be held on [DATE] at [TIME] [TIMEZONE] at [ADDRESS / VIDEO CONFERENCE LINK].
Common mistake: Providing incomplete virtual meeting details — missing a passcode or link means directors cannot join, potentially breaking quorum before the meeting starts.
In plain language: Lists the specific items of business the meeting will address; this is the most critical clause because special meetings are generally confined to the stated agenda.
The purpose of this Special Meeting is to consider and, if deemed appropriate, to resolve the following matters: 1. [AGENDA ITEM 1]; 2. [AGENDA ITEM 2].
Common mistake: Using vague agenda language like 'to discuss general business matters' — this defeats the purpose of a special meeting notice and may invalidate any resolutions passed on unspecified items.
In plain language: Reminds directors of the quorum requirement so they understand how many members must attend for the meeting to proceed.
A quorum for the transaction of business shall be [NUMBER] directors, as required by the Corporation's Bylaws.
Common mistake: Omitting the quorum statement and proceeding with a meeting that falls below the bylaw minimum — resolutions passed without quorum are void.
In plain language: Instructs directors on how to confirm attendance, connect virtually, or submit a waiver of notice if they cannot attend.
Please confirm your attendance by [DATE] by contacting [NAME] at [EMAIL / PHONE]. If you are unable to attend, please execute the enclosed Waiver of Notice.
Common mistake: Failing to include a waiver of notice with the notification — directors who cannot attend need a way to formally waive notice so the meeting can proceed without challenge.
In plain language: Identifies the officer issuing the notice — typically the corporate secretary or CEO — and provides their name and title.
By Order of the Board of Directors, [SIGNATURE], [NAME], [TITLE], [COMPANY LEGAL NAME]
Common mistake: Leaving the signature block unsigned before distribution — an unsigned notice lacks authority and may not satisfy bylaw requirements for valid service of notice.
Replace every instance of [COMPANY LEGAL NAME] with the exact name on the certificate of incorporation or articles of organization. Check your corporate register if unsure.
💡 Copy and paste the legal name from your most recent annual report or corporate filing to avoid transcription errors.
Enter today's date as the date of notice, then count forward to confirm the meeting date provides at least the minimum days' notice required by your bylaws — typically 2 to 10 business days for special meetings.
💡 If the matter is urgent and you cannot meet the notice period, prepare a Waiver of Notice for each director to sign before the meeting proceeds.
Confirm your current director list against the corporate register and name every sitting director. If sending by email, include each director's last known email address.
💡 Keep a certified copy of your current director list in your minute book so you always have an authoritative reference at notice time.
Enter the full date, start time with timezone, and either the physical address or the complete virtual meeting link with passcode. For hybrid meetings, include both.
💡 Send a calendar invitation alongside the formal notice so directors block the time immediately — the notice is the legal record, the invitation is the practical prompt.
List each item of business using action-oriented language that describes exactly what the board will vote on — for example, 'Authorize the CEO to execute the [LENDER NAME] credit facility not to exceed $[AMOUNT].' Vague headings open the door to procedural challenges.
💡 Use numbered agenda items so the minutes can reference them by number, making the record cleaner and easier to cross-reference.
Check the bylaws for the quorum number, enter it in the quorum statement, and include clear instructions for directors to confirm attendance or submit a waiver of notice.
💡 Attach a pre-drafted Waiver of Notice to the notice package so absent directors can return it in the same communication cycle.
Have the authorized officer (corporate secretary or CEO) sign the notice, then deliver it to every director by the method specified in the bylaws — email, physical mail, or hand delivery.
💡 Keep a distribution log (email read receipts or delivery confirmations) in the corporate minute book as evidence that every director received proper notice.
A notice of special meeting of directors is a formal written document sent to all board members to convene an extraordinary meeting outside the regular schedule. It must specify the exact date, time, location, and agenda items to be addressed. Because special meetings are typically limited to the business listed in the notice, the agenda must be precise and complete before the notice is issued.
The required notice period is set by the company's bylaws, which commonly require between 2 and 10 business days for special meetings. Some jurisdictions also impose statutory minimums that apply regardless of what the bylaws say. If the matter is genuinely urgent, most corporate statutes allow directors to waive the notice period by signing a Waiver of Notice before or at the start of the meeting.
A regular meeting follows a pre-set schedule established in the bylaws and can address any item of business. A special meeting is called on an ad hoc basis to address specific, time-sensitive matters that cannot wait for the next regular meeting. The critical difference is that special meetings are generally confined to the agenda items listed in the notice — directors cannot introduce additional business.
Yes, in most jurisdictions and under most modern corporate bylaws, special meetings of directors can be held by telephone, video conference, or other electronic means, provided all participating directors can communicate simultaneously. The notice should include the complete virtual meeting link or dial-in information so directors can participate without barriers.
Any director who did not receive proper notice can challenge the validity of resolutions passed at the meeting. To protect against this, keep delivery confirmation records and, if any director cannot attend or did not receive timely notice, obtain a signed Waiver of Notice from them before the meeting proceeds. Courts in most jurisdictions have voided board resolutions where notice was defective and the affected director objected promptly.
Yes, the notice should be signed by an authorized officer — typically the corporate secretary or CEO — to confirm it is issued with proper authority. An unsigned notice may not satisfy the bylaw requirement for valid service and could expose the meeting's resolutions to a procedural challenge.
Each agenda item should be written as a specific, action-oriented statement describing exactly what the board is being asked to consider or approve — for example, "Authorize entry into the [LENDER NAME] credit facility in an amount not to exceed $[AMOUNT]." Avoid broad or vague headings. Resolutions passed on matters not included in the agenda can be challenged and invalidated.
No. A notice is the formal advance communication sent before the meeting. A Waiver of Notice is a separate document a director signs to give up their right to that advance notice — typically used when a director is unable to attend or when the meeting must be held before the normal notice period expires. Both documents should be retained in the corporate minute book as evidence of proper procedure.
In most jurisdictions, directors can pass resolutions by unanimous written consent without convening a formal meeting at all, provided every director signs the consent resolution. This is faster than calling a special meeting and avoids notice-period requirements. However, if even one director declines to sign, a properly noticed meeting is required.
A regular meeting notice convenes a scheduled, recurring board meeting where any item of business may be raised. A special meeting notice is for extraordinary, unscheduled sessions limited strictly to the listed agenda items. Use the regular notice for routine board governance and the special notice for urgent, specific decisions that cannot wait.
The notice initiates the special meeting by informing directors of the agenda in advance. The minutes record what was actually discussed and resolved after the meeting concludes. Both documents belong in the corporate minute book, and the minutes should reference the notice to confirm the meeting was properly convened.
The notice is the standard mechanism for satisfying the advance-notice requirement. A waiver of notice is a director's signed consent to skip that requirement — used when the matter is urgent or a director cannot attend. The two documents are complementary: issue the notice first, then use waivers for any directors who cannot receive timely notice.
A notice of special meeting of shareholders convenes equity owners — not the board — to vote on major corporate matters such as amendments to articles or a merger. The notice of special meeting of directors convenes only the board to handle day-to-day governance and authority delegated to directors. Different audiences, different quorum rules, and typically different notice periods.
Frequently used to authorize funding rounds, approve new option pool grants, or resolve an urgent IP licensing decision between regular quarterly meetings.
Regulatory events, emergency credit line authorizations, and personnel changes affecting licensed officers often require a special meeting with precise agenda language to satisfy compliance records.
Property acquisitions, dispositions, or mortgage authorizations frequently require a special meeting because deal timelines rarely align with the regular meeting schedule.
Crisis response, emergency grant approvals, or executive leadership changes require special board meetings where the agenda must be tightly defined to limit board liability.
| Path | Best for | Cost | Time |
|---|---|---|---|
| Use the template | Any incorporated business or nonprofit calling a standard special board meeting with a straightforward agenda | Free | 10–15 minutes |
| Template + professional review | Companies with complex governance structures, multiple share classes, or a contested or sensitive agenda item | $150–$400 (corporate counsel review) | 1–2 business days |
| Custom drafted | Publicly traded companies, regulated financial institutions, or meetings involving a material transaction under regulatory scrutiny | $500–$2,000+ | 2–5 business days |
This document is one of 3,000+ business & legal templates included in Business in a Box.
Access over 3,000+ business and legal templates for any business task, project or initiative.
Customize your ready-made business document template and save it in the cloud.
Share your files and folders with your team. Create a space of seamless collaboration.
"Fantastic value! I'm not sure how I'd do without it. It's worth its weight in gold and paid back for itself many times."
"I have been using Business in a Box for years. It has been the most useful source of templates I have encountered. I recommend it to anyone."
"It has been a life saver so many times I have lost count. Business in a Box has saved me so much time and as you know, time is money."
Stop downloading documents. Start operating with clarity. Business in a Box gives you the Business Operating System used by over 250,000 companies worldwide to structure, run, and grow their business.
Start free · No credit card required
