Notification of meeting

[Guest Linda j]

Notification of upcoming vote on amending Bylaws was sent via email. Vote to take place at annual meeting. A member is challenging form of notice. Membership over past few years have received communication via email of events. Our state law now allows this. Current Bylaws specify mail...proposed Bylaws will state mail or email. Any thoughts ? Thank you!

[Hieu H. Huynh]

Applicable state law supersedes the bylaws.

 

In addition, RONR 11th ed., p. 89 says:

When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either:

a ) by postal mail to the member's last known address; or

b ) by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice.

[Richard Brown]

Applicable state law supersedes the bylaws.

That's true, but keep in mind that a state law that allows notices to be sent via email doesn't necessarily mean that it is ok in the case of a particular organization.  A very close reading of the statute will be necessary.  The statutes on that subject that I am familiar with usually say something like, "Unless the bylaws provide otherwise, notices may be sent via email".  That caveat is often contained at the very beginning of a long series of provisions when then include terms of office of officers, required officers, times and places of annual meetings, length of notice require, manner of giving notice, etc.  It's easy, when reading such a statute, to overlook or forget the caveat which is in there somewhere that says "unless provided otherwise in the bylaws".

 

I don't think we can say that a bylaw provision that requires notice to be sent via mail would permit notice by email without knowing the precise wording of the statute.  Even then, that may be a legal determination that is beyond the scope of this forum and/or is a matter of interpreting the bylaws that must be made by the society.   I am familiar with state attorney general opinions and court rulings which say that notice by email is not permissible if a statute or rule requires "notice by mail".

 

Edited to add:  I have also seen corporation statutes that say, "Notwithstanding any provision in the bylaws", certain actions shall not be permitted (or must be must be permitted).

[Gary Novosielski]

It's going to take careful reading of the statute and your bylaws.   If you're going to change it to allow e-mail notice, that's all well and good, but until it's actually changed, you need to abide by the provisions of your current bylaws.  RONR allows e-mail to be considered if the bylaws call for "written" notice, since e-mails are written communication, but only if the recipient has agreed to be contacted by e-mail.    But if the bylaws call for postal mail, e-mail isn't going to cut it.

 

Without proper notice, you can't vote on this issue.