bylaw revision

[Evan Schoenberg, M.D.]

Aaron,

On Mar 24, 2010, at 2:37 PM, Aaron @ the CAID wrote:

> 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. 

There was no context to your statement/question, so it sounded like you were telling us (IM Freedom) that we needed to make a change to our bylaws.

>  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?

I'm not a lawyer, but this seems clear cut: If there isn't an explicit restriction against it, there's nothing preventing the use of instant messaging for a board meeting.  Why would there be a need for explicitly allowing it if it's already included?

Cheers,
Evan
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