When giving prior notice of a motion, at what point is our obligation complete?

[Benjamin Geiger]

My organization is amending its bylaws. Our current bylaws require ten days' "written notice" for bylaws amendments. We've interpreted that to mean it must be delivered by US Mail. (Incidentally, one of the amendments would explicitly allow for notice by electronic mail unless the member has opted out.)

We mailed out the notice several days ago. We've had some reports that the notice hasn't arrived, and it's likely that others will be returned.

Once we mailed the notice to the address on record, was our obligation to provide notice fulfilled, or does it only become fulfilled when the member has the notice in hand? Do we need to ensure that every member receives notice before the deadline? Is that even feasible?

[Joshua Katz]

Your obligation is to send the notice.

[Atul Kapur]

RONR 11th ed., p. 89, lines 16-22 (emphasis added)

"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."

Edited April 14, 2020 at 04:50 AM by Atul Kapur

[Josh Martin]

13 hours ago, Benjamin Geiger said:

My organization is amending its bylaws. Our current bylaws require ten days' "written notice" for bylaws amendments. We've interpreted that to mean it must be delivered by US Mail. (Incidentally, one of the amendments would explicitly allow for notice by electronic mail unless the member has opted out.)

I would first note that, in my view, the phrase "written notice," in and of itself, does not mean that notice must be delivered by US mail. The term "written notice" as it is used in RONR includes forms of electronic communication (provided the member has agreed to receive notice in that manner). In my opinion, however, the way the rule in RONR is written suggests it is an "opt-in" system, so if it is desired to change it to an "opt-out" system, that would require an amendment to the bylaws. (Of course, it is also ultimately up to the organization to interpret its own bylaws. So if the organization interprets this provision to mean that the notice must be delivered by US mail, then that is what it means.)

13 hours ago, Benjamin Geiger said:

We mailed out the notice several days ago. We've had some reports that the notice hasn't arrived, and it's likely that others will be returned.

Once we mailed the notice to the address on record, was our obligation to provide notice fulfilled, or does it only become fulfilled when the member has the notice in hand? Do we need to ensure that every member receives notice before the deadline? Is that even feasible?

Unless the organization's rules provide otherwise, the organization's obligation is fulfilled when the notice is sent.

[Benjamin Geiger]

On 4/14/2020 at 10:32 AM, Josh Martin said:

I would first note that, in my view, the phrase "written notice," in and of itself, does not mean that notice must be delivered by US mail.

I concur but I was overruled. In fact, the bylaws committee report had the relevant portion labeled "Clarify Language Regarding Electronic Notification of Bylaws Amendments".

[George Mervosh]

10 minutes ago, Benjamin Geiger said:

I concur but I was overruled. 

By who?  And in what setting?

[Benjamin Geiger]

17 hours ago, George Mervosh said:

By who?  And in what setting?

In this case, by the chair (informed by custom and a desire to avoid arguments down the line) during a meeting. I didn't bother to appeal because it really wasn't worth it; the amendment is likely to pass, so the current interpretation only directly affects this particular set of amendments.

Edited April 18, 2020 at 01:52 PM by Benjamin Geiger
subject-verb agreement

[Gary Novosielski]

On 4/13/2020 at 8:34 PM, Benjamin Geiger said:

My organization is amending its bylaws. Our current bylaws require ten days' "written notice" for bylaws amendments. We've interpreted that to mean it must be delivered by US Mail. (Incidentally, one of the amendments would explicitly allow for notice by electronic mail unless the member has opted out.)

We mailed out the notice several days ago. We've had some reports that the notice hasn't arrived, and it's likely that others will be returned.

Once we mailed the notice to the address on record, was our obligation to provide notice fulfilled, or does it only become fulfilled when the member has the notice in hand? Do we need to ensure that every member receives notice before the deadline? Is that even feasible?

It does not seem feasible to me, but what do your bylaws require--that the notice be sent, or received, or neither?

If I were interpreting it (which as a non-member of the society I can't do) I would say that unless the bylaws explicitly state that the notice must be received ten days prior, the intent is to require that it be posted ten days prior, and the responsibility ends there.  I also think that "written" does not necessarily mean via U.S. Mail, (presuming the Post Office is not abolished by then).  RONR already provides that email is an acceptable "written" method of delivering notice as long as the member opts in.  My personal opinion is this is preferable to an opt-out rule.