New law allows nonprofits to conduct member meetings remotely; removes requirement that state of emergency be in effect
Last reviewed/updated January 4, 2023
Legislation signed by Governor Murphy on January 10, 2022, allows nonprofits greater flexibility to conduct member meetings remotely on an ongoing basis.
P.L. 2021, c. 362 [passed in the legislature as S-4112 (Bucco)/A-5549 (Dancer/Verrelli/McKnight)] permits nonprofit corporations to allow members to participate in meetings by means of remote communication, and permits nonprofit corporations to hold meetings in part or solely by means of remote communication. It makes permanent a statute passed in 2020 that granted such authority to nonprofits during a state of emergency; with the signing of the new law, a state of emergency is no longer required for nonprofits to hold member meetings remotely. The Center advocated for this measure, which takes effect immediately.
The New Jersey Nonprofit Corporation Act, Title 15A of the New Jersey Statutes, has long permitted nonprofits to conduct board meetings business by means in which trustees can “hear each other,” but has not previously made such allowances for meetings of voting members. Legislation passed in 2020 allowed nonprofits, during a state of emergency, to hold meetings of members may be held by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting. The new statute signed on January 10, 2022, removes the requirement that a state of emergency be in effect for nonprofits to choose to hold remote member meetings.
The law further provides that one or more members may participate in a meeting by means of remote communication to the extent the board authorizes that participation. This authority was granted in 2020 and is unchanged in the newly enacted law.
Meetings conducted in part or solely by means of remote communication and any member’s remote participation in those meetings are subject to the guidelines and procedures adopted by the board. Members participating remotely in such member meetings must be deemed “present” and entitled to vote at the meeting.
If remote participation is going to be permitted, the meeting notice must include a description of the means of remote communication to be used. Organizations are expected to take reasonable measures to verify that the person participating remotely is the actual member or proxy of the member; provide members with a reasonable opportunity to participate, vote on matters submitted to members, and read or hear the meeting proceedings “substantially concurrently with” those proceedings; and record and maintain a record of votes or other actions taken by remote communication at the meeting.
What you need to do:
If your organization has voting members and would like to conduct business remotely, you should review your organization’s certificate of incorporation and bylaws to assess which documents need to be amended to permit such a change, and the procedure for amending those documents. In some cases, your organizational documents may provide for your board to make those changes, while others may call for different procedures.
Pro Bono Partnership has posted updated information about the 2020 and 2022 laws that provides helpful guidance about steps organizations can take if you would like to hold member meetings remotely. For guidance regarding your own situation, reach out to their legal experts or another knowledgeable exempt organization attorney.
This article is intended for general informational purposes and does not constitute legal advice or a legal opinion. For answers to specific questions concerning your situation, you should consult a knowledgeable attorney who can advise you regarding your particular circumstances.
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