Notice of E-Board Meeting

[Tomm]

Understanding that every member of the board is required to receive notice of a meeting or else any business transacted is null and void;

If the board/chair were to schedule  an entirely electronic meeting, does merely sending out the notice satisfy the requirement or is there also a requirement that each director acknowledge receipt of that notice?

I'm thinking that there's a good possibility that the call of the meeting will be sent out by either email, voicemail or text message. With many reasons why those messages could fail to reach their intended recipient I would suspect the only guarantee that all members are aware of the meeting would be to acknowledge receiving it?

As stated above, failure to receive notice of every director would invalidate the meeting.

[Greg Goodwiller, PRP]

RONR 9:5 states:

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.

So you first need to receive the members' consent to receive notice in that way. Once that is done, email may be used. I would advise against the other methods, as verification that it was in fact done could be challenging. I do, however, have members who don't regularly check their email, and who need a voicemail or text saying "please check your email."

[Tomm]

On 4/6/2023 at 7:12 AM, Greg Goodwiller, PRP said:

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

So does that mean that even if a Director failed to receive the notice of a meeting, the business transacted at that meeting (where his absenteeism was not protected) is still valid? 

[Dan Honemann]

On 4/6/2023 at 9:57 AM, Tomm said:

Understanding that every member of the board is required to receive notice of a meeting or else any business transacted is null and void;

But RONR doesn't say this.  It says: "In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings ..."    RONR, 12th ed., 49:16 (emphasis supplied).

[Josh Martin]

On 4/6/2023 at 8:57 AM, Tomm said:

Understanding that every member of the board is required to receive notice of a meeting or else any business transacted is null and void;

To clarify, notice must be sent to every member. RONR does not require that every member must receive the notice. Nor would such a requirement be reasonable, as members may not receive the notice for reasons beyond the control of the person sending the notice.

On 4/6/2023 at 8:57 AM, Tomm said:

If the board/chair were to schedule  an entirely electronic meeting, does merely sending out the notice satisfy the requirement

Yes.

On 4/6/2023 at 8:57 AM, Tomm said:

or is there also a requirement that each director acknowledge receipt of that notice?

No.

On 4/6/2023 at 8:57 AM, Tomm said:

I'm thinking that there's a good possibility that the call of the meeting will be sent out by either email, voicemail or text message. With many reasons why those messages could fail to reach their intended recipient I would suspect the only guarantee that all members are aware of the meeting would be to acknowledge receiving it?

Yes, there are any number of reasons why members might not receive a notice, regardless of the manner in which it was sent. But that is not the standard. So long as the notice was sent in the required manner and the required number of days in advance, the notice is valid.

On 4/6/2023 at 8:57 AM, Tomm said:

As stated above, failure to receive notice of every director would invalidate the meeting.

No, this is not correct.

On 4/6/2023 at 10:09 AM, Tomm said:

So does that mean that even if a Director failed to receive the notice of a meeting, the business transacted at that meeting (where his absenteeism was not protected) is still valid? 

Provided that notice was properly sent to the director under the requirements in RONR and the organization's bylaws, yes, that's correct.