2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 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