New York Laws
Article 6 - 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