State Statutes

[Tomm]

Our corporation is a 501 (C) (4) and the bylaws are silent on electronic meetings but does state they are regulated by Title 10 Revised State Statutes, that would of course supersede RONR. The statute states the following:

10-820. Meetings

A. The board of directors may hold regular or special meetings in or out of this state.

B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Question: Seems to me that this statute is a quite broad array of plenary powers. How important would you say it is that the corporation write their own specific bylaw that incorporates many of the recommendations in 9:36, which would seem to be much more specific and limiting than the very broad Title 10 state statute?

[Josh Martin]

9 hours ago, Tomm said:

Our corporation is a 501 (C) (4) and the bylaws are silent on electronic meetings but does state they are regulated by Title 10 Revised State Statutes, that would of course supersede RONR. The statute states the following:

10-820. Meetings

A. The board of directors may hold regular or special meetings in or out of this state.

B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Question: Seems to me that this statute is a quite broad array of plenary powers. How important would you say it is that the corporation write their own specific bylaw that incorporates many of the recommendations in 9:36, which would seem to be much more specific and limiting than the very broad Title 10 state statute?

Surely you have spent enough time here by now to know that we do not answer questions regarding the meaning of state statutes. Such questions should be directed to an attorney.

[Gary Novosielski]

Presuming that the state statute applies, and that your articles and bylaws do not provide otherwise, it appears you do have wide latitude.

You are free to duplicate the provision in your bylaws, but I'd advise against it.  Any computer coder knows that information stored in two places will typically disagree.

But once the decision is made to hold electronic meetings, whether voluntarily or hypothetically in compliance with statute, what remains is the development of rules to make the process smoother.  and 9:36 is an excellent place to start, along with the appendix entries: Sample Rules for Electronic Meetings.