What are the specific procedures that non-profits incorporated in NYC need to follow for elections? Do paper notices need to be sent to all? Will an email count as a notice? Thanks
Thank you for your question. I will do my best to assist you with your concerns. If you would like me to clarify my answer, I will be happy to do so.Section 405 of the Not-for-Profit Corporation Law governs elections for both 'for-profit' and 'non-profit' entities in New York State. The law formally requires at least 5 days notice by mail, and email is not deemed sufficient notice. To best assist you, I have gone ahead and linked you to the actual law below:N.Y. NPC. LAW § 405 : NY Code - Section 405: Organization meeting(a) After the corporate existence has begun, an organization meeting of the initial directors, or, if directors are not designated in the certificate of incorporation, of the incorporator or incorporators, shall be held within or without this state, for the purpose of adopting by-laws, electing directors to hold office as provided in the certificate of incorporation or the by-laws, and the transaction of such other business as may come before the meeting. The meeting may be held at the call of any director or, if directors are not designated in the certificate of incorporation, any incorporator who shall give at least five days' notice thereof by mail to each other director or incorporator, which notice shall set forth the time and place of the meeting. Notice need not be given to any director or incorporator who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him. If there are more than two directors or incorporators, a majority shall constitute a quorum and the act of the majority of those present at a meeting at which a quorum is present shall be the act of the directors or incorporators. For the purposes of this section an incorporator or director may act in person or by proxy signed by him or his attorney in fact. (b) Any action permitted to be taken at an organization meeting may be taken without a meeting if each director or, if directors are not designated in the certificate of incorporation, each incorporator or his attorney-in-fact signs an instrument setting forth the action so taken. (c) If a designated director or an incorporator dies or is for any reason unable to act, the other or others may act. If there is no designated director or incorporator able to act, any person for whom an incorporator is acting as agent may act in his stead, or if such other person also dies or is for any reason unable to act, his legal representative may act. Here is the link:http://codes.lp.findlaw.com/nycode/NPC/4/405
Kindly remember to only rate my answer when you are fully satisfied. If you feel the need to rate "Helped a little" or "I expected more”, please stop and reply to me via the CONTINUE CONVERSATION button with whatever issue or clarification you may need. I will be happy to continue further and assist you until I was able to explain your concern to your satisfaction.
Please be aware that if you give any rating below 3 stars then I will not be compensated in any way for helping you today. Good luck to you!
Thanks so much for your reply. My client is trying to cut down on costs of mailing over 200k notices. Would a notice in a newsletter/organization magazine serve as an election notice? Does NYS law mandate that any specific information be on the notice?
Thank you for your follow-up, SP.As per Section 405, "...electing directors to hold office as provided in the certificate of incorporation or the by-laws, and the transaction of such other business as may come before the meeting.", would require notice, but the type of information in the notice is not defined. If the notice of the meeting is place in the magazine, that should be sufficient if all of the shareholders are slated to receive the magazine anyway--there is no regulation from what I see that requires the notice to be a stand-alone document. Here is the link for the full law, but again, based on my review, I did not see specific language:http://law.onecle.com/new-york/not-for-profit-corporation/article4.htmlGood luck.Dimitry Esquire41085.724753044
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).