LEGAL HOTLINE ARCHIVE
Corporate Notice According To Bylaws

Q. How do you interpret the time frame of sending a notice of special call meeting when the bylaws state: "Written notice shall be given to every member entitled to participate in the meeting at least one (1) week preceding all meetings." Does this mean the member should have the notice in hand at least one week prior to the meeting or does it mean that the notice must be postmarked one week prior to the meeting?

A. Generally, in the event that an entities by-laws or articles do not address a particular situation, the Louisiana Business Corporation laws (LSA-R.S. 12:1, et. seq.) will control. More particularly in your case, Louisiana Non-Profit Corporation law would control (LSA-R.S. 12:201 et. seq.).

The Louisiana Non-Profit Corporation laws provide a set of default rules which are to govern in situations not addressed by a corporation's own internal documents themselves, as is presumably the present case. LSA-R.S. 12:230 (A) provides, in part, that if written notice of meetings of members is placed in the United States mail, postage prepaid, and addressed to a member at his last known address, notice shall be deemed to have been given to such member.

Thus, notice of member meetings should be considered sufficient if the notice is postmarked seven (7) days prior to the special meeting. The general rules provide that the member does not have to have the notice in hand one week prior to the special meeting, unless your articles or by-laws contain some special notice provisions so requiring.

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