bylaw revision

Aaron @ the CAID aaron at
Wed Mar 24 15:37:30 EDT 2010

I understand.  I just found your nonprofit online and was interested in its
mission:  " We're a non-profit organization whose goal is to support free
instant messaging software."  Since we are a nonprofit that uses instant
messaging software to conduct some of our board business, I found this to be
an interesting mission for another nonprofit to have.  That is why I posed
the question for the group.  I thought it should be something for an
organization with such a mission to consider.  I was hoping for a healthy
discussion on the topic.  The bylaws of an organization that supports
instant messaging software should at least include a clause that states one
way or the other if board meetings can be conducted using instant messaging
software.  I sent a message today to our lawyer to see if we should include
such a clause in our bylaws, since we do conduct meetings using such
software. If anything, including such language in the organization's bylaws
would recognize instant messaging software as a valid form of communicating
during a board meeting. 

Michigan law (where our nonprofit is incorporated) states that " Unless
otherwise restricted by any provisions of the articles of incorporation or
bylaws, the board of directors may hold a meeting of shareholders or members
conducted solely by means of remote communication."  Isn't instant messaging
a form of remote communication?


Aaron Timlin
Contemporary Art Institute of Detroit
5141 Rosa Parks Blvd
Detroit Mi  48208
aaron at 
(313) 899-2243 ext 151 


-----Original Message-----
From: John Bailey [mailto:rekkanoryo at] 
Sent: Wednesday, March 24, 2010 12:23 PM
To: aaron at
Cc: discussion at
Subject: Re: bylaw revision

On 03/24/2010 12:06 PM, Aaron @ the CAID wrote:
> If a board conducts meetings using Skype or other IM programs, do the 
> bylaws of the organization need to provide for this.  I believe so.
> Currently our bylaws only allow for member to participate in a meeting 
> by telephone (see below).  Should there be a section that allows for 
> members to participate by IM or online chat features?
> Section 13.  *Telephonic Conferences.*  A Director may participate in 
> a meeting of Directors by a telephone conference or similar 
> communication equipment by which all persons participating in the 
> meeting may hear each other if all participants are advised of the 
> communications equipment and the names of the participants in the 
> conference are divulged to all participants.  Participation in a 
> meeting pursuant to this Section constitutes presence in person at the

I suspect you have mailed the wrong place.  Instant Messaging Freedom,
Inc.'s current bylaws include no such section or text.  All IMF board
meetings happen in a publicly viewable but moderated (i.e. only board
members may speak) XMPP Multi-User Chat (MUC).  The MUC is logged, and this
log is posted on IMF's website ( as a transcript.
When the secretary is able to provide minutes of the meeting, those minutes
are also posted on IMF's website.


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