Definition
A special meeting is a convened assembly of members, shareholders, directors, or other governing participants called outside the regular schedule of meetings for a defined and limited purpose. Unlike a regular or annual meeting — which follows a fixed calendar and may address any business within the body's general authority — a special meeting is constrained by its notice: only the business for which the meeting was called may be transacted. Participants must receive advance notice specifying the purpose, and that notice defines the outer limit of what the meeting can legitimately do.
The concept appears across organizational contexts:
1. Corporate law: A special meeting of shareholders or directors called to address specific matters — approval of a merger, removal of an officer, amendment of bylaws — that cannot wait for the next scheduled meeting or that require a separate vote outside the ordinary meeting cycle.
2. Municipal and public body law: A special session of a city council, school board, or other governmental body convened by the presiding officer or a quorum of members to act on identified business. Statutory open-meetings laws typically impose specific notice requirements for special meetings that differ from those for regular meetings.
3. Condominium and homeowners association law: A meeting of unit owners or the board called outside the regular annual or monthly schedule, often triggered by a petition of members or a board resolution, to address a specific governance issue such as a special assessment, emergency repair authorization, or removal of a board member.
In all contexts, the defining feature is the same: the notice of the special meeting sets the agenda, and the meeting cannot exceed it.
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Common Language
Modern common usage (Wiktionary): A meeting convened for a particular purpose, distinguished from a regular or routine meeting.
Historical common usage (Webster's 1913): Not separately defined; "special" in general use meant "of a particular kind, for a particular purpose; extraordinary."
The common meaning tracks the legal meaning more closely than most legal terms, but the gap is consequential: in ordinary speech, "special meeting" implies only that the meeting is called for a specific occasion. In law, it carries a binding procedural constraint — business not specified in the notice is not merely improper, it may be void. A researcher encountering the term in a corporate charter, condominium declaration, or municipal ordinance should read it as a term of art with enforceable notice and scope limitations, not merely a scheduling convenience.
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Core Elements
Because special meetings carry formal requirements across contexts, the following elements consistently define a valid special meeting:
Authority to call: The power to convene a special meeting must come from a recognized source — typically the presiding officer, a specified number of directors or members, or a petition threshold defined in the governing documents or applicable statute.
Notice: Written notice must be given within a specified period before the meeting and must state the purpose with sufficient particularity. Vague or incomplete notice can invalidate action taken at the meeting.
Scope limitation: Only the business described in the notice may be conducted. Any resolution or action taken on matters outside the noticed purpose is subject to challenge as unauthorized.
Quorum: The same quorum requirements that apply to regular meetings generally apply to special meetings unless the governing documents specify otherwise.
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Why It Matters in Research
The term "special meeting" is deceptively stable — it appears in sources spanning two centuries with consistent surface meaning — but the procedural rules attached to it vary significantly by context and governing instrument, and that variation is where research errors occur.
Notice requirements are the primary trap. Statutes, bylaws, charters, and condominium declarations each specify their own notice periods and content requirements for special meetings, and these differ from those for regular meetings. A researcher analyzing whether action taken at a special meeting was valid must locate the applicable instrument and confirm that the notice met its specific requirements — not a generic standard.
Scope limitation is the second trap. Historical sources and modern cases alike treat the notice of a special meeting as a jurisdictional boundary on what the body could do. Action taken on matters outside the noticed purpose is frequently challenged as void or voidable. Researchers reviewing minutes or board resolutions from special meetings should cross-check the action taken against the original notice.
In corporate governance research, special meetings of shareholders are a key mechanism for activist campaigns, hostile takeovers, and governance disputes. The threshold for calling a special meeting — whether 10%, 25%, or a majority of shares — is a governing-document term that often drives litigation. Historical charter documents may use "special meeting" and "extraordinary meeting" interchangeably; confirm which term the jurisdiction or instrument uses.
In public body research, open-meetings statutes frequently impose shorter or stricter notice requirements for special meetings than for regular meetings, and the consequences of non-compliance vary — from public notice posting requirements to potential invalidation of action taken. State sunshine law annotations are the essential secondary source here, not general corporate law treatises.
In condominium and HOA research, special meetings are the mechanism for most contentious governance actions: recall elections, special assessments, and emergency measures. The Law Mind Real Estate Transactions & Construction Encyclopedia entry on condominium governance addresses the intersection of declaration requirements and statutory defaults that govern these meetings.
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Historical Dictionary Support
Black's Law Dictionary offers a compact definition: a meeting called for special purposes, limited to particular business, with parties having received special notice of those purposes, citing early English and Vermont authority. The definition captures the essential structure — purpose-limitation tied to notice — that has remained constant.
What Black's does not address is the procedural architecture that has grown around the term. The historical entry treats special meetings as a single coherent concept, but modern practice has layered jurisdiction-specific statutory requirements on top of the common law notice rule. The core insight from Black's — that notice defines the scope of permissible business — is accurate and useful, but it understates how much the validity of a special meeting depends on compliance with the specific instrument or statute governing that body.
No significant divergence exists among historical sources on the core definition; the evolution has been additive, not revisionary. The term means what it always meant; the rules around it have multiplied.
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Jurisdictional Note
State corporate statutes, open-meetings laws, and condominium acts each impose their own notice timing and content requirements for special meetings, and these vary enough to be outcome-determinative. Some states allow special meetings of shareholders to be called with as little as 10 days' notice; others require 60 days. Researchers should never apply a generic notice standard without locating the applicable statute or governing document.
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Encyclopedia Cross-Reference
Condominium Governance — Board Authority, Unit Owner Rights, and Meeting Requirements (The Law Mind Real Estate Transactions & Construction Encyclopedia)
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