§ 605 — Notice of meeting of members

New York § 605

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 6: Members

Text

* § 605. Notice of meeting of members.\n (a) Whenever under the provisions of this chapter members are required\nor permitted to take any action at a meeting, written notice shall state\nthe place, date and hour of the meeting, for the duration of the state\ndisaster emergency declared by executive order two hundred two that\nbegan on March seventh, two thousand twenty, or until December\nthirty-first, two thousand twenty-one, whichever is later, the means of\nelectronic communication, if any, by which members may participate in\nthe proceedings of the meeting pursuant to paragraph (a) of section six\nhundred three of this article and, unless it is an annual meeting,\nindicate that it is being issued by or at the direction of the person or\npersons calling the meeting. Notice of a special meeting shall also\nstate the purpose or purposes for which the meeting is called. A copy of\nthe notice of any meeting shall be given, personally, by mail, or by\nfacsimile telecommunications or by electronic mail, to each member\nentitled to vote at such meeting. If the notice is given personally, by\nfirst class mail or by facsimile telecommunications or by electronic\nmail, it shall be given not less than ten nor more than fifty days\nbefore the date of the meeting; if mailed by any other class of mail, it\nshall be given not less than thirty nor more than sixty days before such\ndate. If mailed, such notice is given when deposited in the United\nStates mail, with postage thereon prepaid, directed to the member at his\naddress as it appears on the record of members, or, if he shall have\nfiled with the secretary of the corporation a written request that\nnotices to him be mailed to some other address, then directed to him at\nsuch other address. If sent by facsimile telecommunication or mailed\nelectronically, such notice is given when directed to the member's fax\nnumber or electronic mail address as it appears on the record of\nmembers, or, to such fax number or other electronic mail address as\nfiled with the secretary of the corporation. Notwithstanding the\nforegoing, such notice shall not be deemed to have been given\nelectronically (1) if the corporation is unable to deliver two\nconsecutive notices to the member by facsimile telecommunication or\nelectronic mail; or (2) the corporation otherwise becomes aware that\nnotice cannot be delivered to the member by facsimile telecommunication\nor electronic mail. An affidavit of the secretary or other person giving\nthe notice or of a transfer agent of the corporation that the notice\nrequired by this section has been given shall, in the absence of fraud,\nbe prima facie evidence of the facts therein stated. Whenever a\ncorporation has more than five hundred members, the notice may be served\nby publication in a newspaper published in the county in the state in\nwhich the principal office of the corporation is located, once a week\nfor three successive weeks next preceding the date of the meeting,\nprovided that the corporation shall also prominently post notice of such\nmeeting on the homepage of any website maintained by the corporation\ncontinuously from the date of publication through the date of the\nmeeting. A corporation shall send notice of meetings by first class mail\nto any member who requests in writing that such notices be delivered by\nsuch method.\n (b) When a meeting is adjourned to another time or place, it shall not\nbe necessary, unless the by-laws require otherwise, to give any notice\nof the adjourned meeting if the time and place to which the meeting is\nadjourned and, for the duration of the state disaster emergency declared\nby executive order two hundred two that began on March seventh, two\nthousand twenty, or until December thirty-first, two thousand\ntwenty-one, whichever is later, the means of electronic communications,\nif any, by which members may participate in the proceedings of the\nmeeting pursuant to paragraph (a) of section six hundred three of this\narticle are announced at the meeting at which the adjournment is taken,\nand at the adjourned meeting any business may be transacted that might\nhave been transacted on the original date of the meeting. However, if\nafter the adjournment the board fixes a new record date for the\nadjourned meeting, a notice of the adjourned meeting shall be given to\neach member of record on the new record date entitled to notice under\nparagraph (a) of this section.\n (c) Nothing required in paragraphs (a) or (b) of this section shall\nlimit, restrict or supersede other forms of voting and participation.\n * NB Separately amended; cannot be put together\n* § 605. Notice of meeting of members.\n (a) Whenever under the provisions of this chapter members are required\nor permitted to take any action at a meeting, written notice shall state\nthe place, date and hour of the meeting, the means of electronic\ncommunication, if any, by which members may participate in the\nproceedings of the meeting pursuant to paragraph (a) of section six\nhundred three of this article and, unless it is an annual meeting,\nindicate that it is being issued by or at the direction of the person or\npersons calling the meeting. Notice of a special meeting shall also\nstate the purpose or purposes for which the meeting is called. A copy of\nthe notice of any meeting shall be given, personally, by mail, or by\nfacsimile telecommunications or by electronic mail, to each member\nentitled to vote at such meeting. If the notice is given personally, by\nfirst class mail or by facsimile telecommunications or by electronic\nmail, it shall be given not less than ten nor more than fifty days\nbefore the date of the meeting; if mailed by any other class of mail, it\nshall be given not less than thirty nor more than sixty days before such\ndate. If mailed, such notice is given when deposited in the United\nStates mail, with postage thereon prepaid, directed to the member at his\naddress as it appears on the record of members, or, if he shall have\nfiled with the secretary of the corporation a written request that\nnotices to him be mailed to some other address, then directed to him at\nsuch other address. If sent by facsimile telecommunication or mailed\nelectronically, such notice is given when directed to the member's fax\nnumber or electronic mail address as it appears on the record of\nmembers, or, to such fax number or other electronic mail address as\nfiled with the secretary of the corporation. Notwithstanding the\nforegoing, such notice shall not be deemed to have been given\nelectronically (1) if the corporation is unable to deliver two\nconsecutive notices to the member by facsimile telecommunication or\nelectronic mail; or (2) the corporation otherwise becomes aware that\nnotice cannot be delivered to the member by facsimile telecommunication\nor electronic mail. An affidavit of the secretary or other person giving\nthe notice or of a transfer agent of the corporation that the notice\nrequired by this section has been given shall, in the absence of fraud,\nbe prima facie evidence of the facts therein stated. Whenever a\ncorporation has more than five hundred members, the notice may be served\nby publication in a newspaper published in the county in the state in\nwhich the principal office of the corporation is located, once a week\nfor three successive weeks next preceding the date of the meeting,\nprovided that the corporation shall also prominently post notice of such\nmeeting on the homepage of any website maintained by the corporation\ncontinuously from the date of publication through the date of the\nmeeting. A corporation shall send notice of meetings by first class mail\nto any member who requests in writing that such notices be delivered by\nsuch method.\n (b) When a meeting is adjourned to another time or place, it shall not\nbe necessary, unless the by-laws require otherwise, to give any notice\nof the adjourned meeting if the time and place to which the meeting is\nadjourned and the means of electronic communications, if any, by which\nmembers may participate in the proceedings of the meeting pursuant to\nparagraph (a) of section six hundred three of this article are announced\nat the meeting at which the adjournment is taken, and at the adjourned\nmeeting any business may be transacted that might have been transacted\non the original date of the meeting. However, if after the adjournment\nthe board fixes a new record date for the adjourned meeting, a notice of\nthe adjourned meeting shall be given to each member of record on the new\nrecord date entitled to notice under paragraph (a) of this section.\n (c) Nothing required in paragraphs (a) or (b) of this section shall\nlimit, restrict or supersede other forms of voting and participation.\n * NB Separately amended; cannot be put together\n