N.Y. Not-for-Profit Corporation Law § 605: Notice of meeting of members

* § 605. Notice of meeting of members.

(a) Whenever under the provisions of this chapter members are required

or permitted to take any action at a meeting, written notice shall state

the place, date and hour of the meeting, for the duration of the state

disaster emergency declared by executive order two hundred two that

began on March seventh, two thousand twenty, or until December

thirty-first, two thousand twenty-one, whichever is later, the means of

electronic communication, if any, by which members may participate in

the proceedings of the meeting pursuant to paragraph (a) of section six

hundred three of this article and, unless it is an annual meeting,

indicate that it is being issued by or at the direction of the person or

persons calling the meeting. Notice of a special meeting shall also

state the purpose or purposes for which the meeting is called. A copy of

the notice of any meeting shall be given, personally, by mail, or by

facsimile telecommunications or by electronic mail, to each member

entitled to vote at such meeting. If the notice is given personally, by

first class mail or by facsimile telecommunications or by electronic

mail, it shall be given not less than ten nor more than fifty days

before the date of the meeting; if mailed by any other class of mail, it

shall be given not less than thirty nor more than sixty days before such

date. If mailed, such notice is given when deposited in the United

States mail, with postage thereon prepaid, directed to the member at his

address as it appears on the record of members, or, if he shall have

filed with the secretary of the corporation a written request that

notices to him be mailed to some other address, then directed to him at

such other address. If sent by facsimile telecommunication or mailed

electronically, such notice is given when directed to the member's fax

number or electronic mail address as it appears on the record of

members, or, to such fax number or other electronic mail address as

filed with the secretary of the corporation. Notwithstanding the

foregoing, such notice shall not be deemed to have been given

electronically (1) if the corporation is unable to deliver two

consecutive notices to the member by facsimile telecommunication or

electronic mail; or (2) the corporation otherwise becomes aware that

notice cannot be delivered to the member by facsimile telecommunication

or electronic mail. An affidavit of the secretary or other person giving

the notice or of a transfer agent of the corporation that the notice

required by this section has been given shall, in the absence of fraud,

be prima facie evidence of the facts therein stated. Whenever a

corporation has more than five hundred members, the notice may be served

by publication in a newspaper published in the county in the state in

which the principal office of the corporation is located, once a week

for three successive weeks next preceding the date of the meeting,

provided that the corporation shall also prominently post notice of such

meeting on the homepage of any website maintained by the corporation

continuously from the date of publication through the date of the

meeting. A corporation shall send notice of meetings by first class mail

to any member who requests in writing that such notices be delivered by

such method.

(b) When a meeting is adjourned to another time or place, it shall not

be necessary, unless the by-laws require otherwise, to give any notice

of the adjourned meeting if the time and place to which the meeting is

adjourned and, for the duration of the state disaster emergency declared

by executive order two hundred two that began on March seventh, two

thousand twenty, or until December thirty-first, two thousand

twenty-one, whichever is later, the means of electronic communications,

if any, by which members may participate in the proceedings of the

meeting pursuant to paragraph (a) of section six hundred three of this

article are announced at the meeting at which the adjournment is taken,

and at the adjourned meeting any business may be transacted that might

have been transacted on the original date of the meeting. However, if

after the adjournment the board fixes a new record date for the

adjourned meeting, a notice of the adjourned meeting shall be given to

each member of record on the new record date entitled to notice under

paragraph (a) of this section.

(c) Nothing required in paragraphs (a) or (b) of this section shall

limit, restrict or supersede other forms of voting and participation.

* NB Separately amended; cannot be put together

* § 605. Notice of meeting of members.

(a) Whenever under the provisions of this chapter members are required

or permitted to take any action at a meeting, written notice shall state

the place, date and hour of the meeting, the means of electronic

communication, if any, by which members may participate in the

proceedings of the meeting pursuant to paragraph (a) of section six

hundred three of this article and, unless it is an annual meeting,

indicate that it is being issued by or at the direction of the person or

persons calling the meeting. Notice of a special meeting shall also

state the purpose or purposes for which the meeting is called. A copy of

the notice of any meeting shall be given, personally, by mail, or by

facsimile telecommunications or by electronic mail, to each member

entitled to vote at such meeting. If the notice is given personally, by

first class mail or by facsimile telecommunications or by electronic

mail, it shall be given not less than ten nor more than fifty days

before the date of the meeting; if mailed by any other class of mail, it

shall be given not less than thirty nor more than sixty days before such

date. If mailed, such notice is given when deposited in the United

States mail, with postage thereon prepaid, directed to the member at his

address as it appears on the record of members, or, if he shall have

filed with the secretary of the corporation a written request that

notices to him be mailed to some other address, then directed to him at

such other address. If sent by facsimile telecommunication or mailed

electronically, such notice is given when directed to the member's fax

number or electronic mail address as it appears on the record of

members, or, to such fax number or other electronic mail address as

filed with the secretary of the corporation. Notwithstanding the

foregoing, such notice shall not be deemed to have been given

electronically (1) if the corporation is unable to deliver two

consecutive notices to the member by facsimile telecommunication or

electronic mail; or (2) the corporation otherwise becomes aware that

notice cannot be delivered to the member by facsimile telecommunication

or electronic mail. An affidavit of the secretary or other person giving

the notice or of a transfer agent of the corporation that the notice

required by this section has been given shall, in the absence of fraud,

be prima facie evidence of the facts therein stated. Whenever a

corporation has more than five hundred members, the notice may be served

by publication in a newspaper published in the county in the state in

which the principal office of the corporation is located, once a week

for three successive weeks next preceding the date of the meeting,

provided that the corporation shall also prominently post notice of such

meeting on the homepage of any website maintained by the corporation

continuously from the date of publication through the date of the

meeting. A corporation shall send notice of meetings by first class mail

to any member who requests in writing that such notices be delivered by

such method.

(b) When a meeting is adjourned to another time or place, it shall not

be necessary, unless the by-laws require otherwise, to give any notice

of the adjourned meeting if the time and place to which the meeting is

adjourned and the means of electronic communications, if any, by which

members may participate in the proceedings of the meeting pursuant to

paragraph (a) of section six hundred three of this article are announced

at the meeting at which the adjournment is taken, and at the adjourned

meeting any business may be transacted that might have been transacted

on the original date of the meeting. However, if after the adjournment

the board fixes a new record date for the adjourned meeting, a notice of

the adjourned meeting shall be given to each member of record on the new

record date entitled to notice under paragraph (a) of this section.

(c) Nothing required in paragraphs (a) or (b) of this section shall

limit, restrict or supersede other forms of voting and participation.

* NB Separately amended; cannot be put together