Executive Committee Mtg 04-16-24

Prosposed Bylaws Amendments

Page 15 of 55

In addition to any other form of notice to a . . . member permitted by the articles of incorporation, the bylaws, or this chapter, any notice given to . . . a member by a form of electronic transmission to which the . . . member has consented is effective. (emphasis added).

Further, §§ 450.2143(2) and (4) state:

(2) If a notice is required or permitted by this act to be given in writing, electronic transmission is written notice.

and (4) If a notice or communication is permitted by this act to be transmitted electronically, the notice or communication is given when electronically transmitted to the person entitled to the notice or communication in a manner authorized by the person . The Act defines Electronic transmission or electronically transmitted as “ any form of communication that meets all of the following: (a) It does not directly involve the physical transmission of paper. (b) It creates a record that may be retained and retrieved by the recipient. (c) It may be directly reproduced in paper form by the recipient through an automated process ” . Clearly an email of documents to a Member or Director would constitute electronic transmission. The important fact to note is that under Sections 406(a) and 143(4) the Member has to consent to receipt of electronic communications and authorize the manner of receipt of electronic communication. By renewing or accepting membership in the Bureau, the Member consents to receiving all notices required or permitted to be given pursuant to the Bureau’s Bylaws or under the Nonprofit Corporation Act or otherwise by: (i) Electronic Transmission or posting to a Platform; (ii) by U.S. mail; or (iii) by overnight delivery service, at the option of the Bureau. Such notices may be addressed to the M ember’s physical, email, or electronic address on file with the Bureau. An “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including, but not limited to, transmission by facsimile, electronic mail, text, or posting to an electronic network, Internet website, Intranet website, cloud-based shared drive or similar electronic platform (each a “Platform”). The failure of the Member to access the material communicated by Electronic Transmission Accordingly, we suggest adding to each membership renewal form/membership application the following language:

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