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Effect of New NYS Corp Law on Email Votes


ParliamentaryBuff

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I've read that the 2014 amendment to NYS Corp Law (the Nonprofit Revitalization Act) allows boards to vote by email if the vote is unanimous. Does that trump Roberts Rule's requirement (as I understand it) that email voting must specifically be authorized in the bylaws?

Thanks.

_________________________________
Sean DeNigris
5th District Vice-President
New York State Professional Fire Fighters

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Applicable rules of order in state law and corporate code would supersede the rules in RONR wherever there is a conflict.  

However, deciding whether a particular rule is, in fact, applicable to a particular organization is a question for a legal expert, and beyond the scope of this forum. 

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Thanks George and Gary, it sounds like - assuming the law applies to the organization - a state law that allows email voting would do so even in the absence of a bylaw specifically permitting same required by Robert's Rules, correct?

For convenience, the relevant snippet from the law is (emphasis mine):

(a) [Eff. July 1, 2014.  See, also, par. (a) above.]  Whenever, under this chapter, members are required or permitted to take any action by vote, such action may be taken without a meeting upon the consent of all of the members entitled to vote thereon, which consent shall set forth the action so taken.  Such consent may be written or electronic.  If written, the consent must be executed by the member or the member's authorized officer, director, employee or agent by signing such consent or causing his signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature.  If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the member.  This paragraph shall not be construed to alter or modify any provision in a certificate of incorporation not inconsistent with this chapter under which the written consent of less than all of the members is sufficient for corporate action.

(b) [Eff. July 1, 2014.  See, also, par. (b) above.]  Written or electronic consent thus given by all members entitled to vote shall have the same effect as a unanimous vote of members and any certificate with respect to the authorization or taking of any such action which is delivered to the department of state shall recite that the authorization was by unanimous written consent.

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3 minutes ago, SeanDeNigris said:

 

Thanks George and Gary, it sounds like - assuming the law applies to the organization - a state law that allows email voting would do so even in the absence of a bylaw specifically permitting same required by Robert's Rules, correct?

 

I would say that such a situation is certainly possible, but I wouldn't hazard an opinion on whether any particular law actually accomplished that without reading the precise text of the law as well as the actual text of the bylaws, and possibly not even then.

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2 hours ago, Gary Novosielski said:

I would say that such a situation is certainly possible, but I wouldn't hazard an opinion on whether any particular law actually accomplished that without reading the precise text of the law as well as the actual text of the bylaws, and possibly not even then.

Mr DeNigris did include a hot link to the actual statute in his original post.

2 hours ago, SeanDeNigris said:

Thanks George and Gary, it sounds like - assuming the law applies to the organization - a state law that allows email voting would do so even in the absence of a bylaw specifically permitting same required by Robert's Rules, correct?

Mr. DeNigris, I question whether you are correctly interpreting the statute that you are referring to. I suggest that you contact an attorney regarding the likely intent of the statute.

Based on my experience with corporations and similar statutes, such a statute you may not necessarily mean that electronic voting is permissible, but rather it is a modernized version of the traditional statutes that have been around since long before email which allow corporate directors to take action without a formal meeting. The documents that would be executed were commonly referred to as a "waiver of notice and consent to action in lieu of a meeting" and would specify the action being taken and would have to be signed by all of the members or directors. 

I suspect that the new New York statute is just a modernized version of the previous procedure which now allows the waiver and consent to be transmitted by email. I suggest that you check with a New York attorney as to the meaning and scope of that statute and whether it actually authorizes email voting versus a slight expansion of the traditional waiver and consent that attorneys are familiar with to allow it to be executed and transmitted by email.

I think you might be reading too much into the statute. Consult with an attorney on this, preferably one who is somewhat familiar with corporations.

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