August 31, 2020 - Membership meetings of North Carolina nonprofits, including homeowner and condominium associations, can continue to be held virtually/electronically for at least the next 60 days.
Since May 20, North Carolina Phase 2 restrictions have limited indoor meeting attendance to 10 and outdoor attendance to 25, which makes it rather hard to hold an in-person association membership meeting. (It can be done, it just requires certain physical arrangements, numerous proxies, or both.)
Executive Order #136 issued by the Governor on April 24, 2020, allowed for nonprofit membership meetings to be held virtually under certain conditions. That Executive Order expired on June 23, but was extended by Executive Order #149 through August 31. We have been in communications with the Governor’s Office this week and have learned that the ability to hold virtual nonprofit membership meetings has again been extended yet again, this time by Executive Order #161 through Friday, October 30.
Here are a few reminders on what the Executive Order provides:
- A board “in its sole discretion” can determine that all or any part of a member meeting may be conducted by remote communication and remote balloting.
- Association members may participate in the membership meeting by remote communication.
- Although virtual, members do not vote during the meeting by voice or hand (like at an in-person meeting), but can vote on matters through “action by written ballot,” which can include electronic means, including e-mail, so long as the “electronic transmission … [sets forth or is submitted] with information from which it can be determined that the electronic transmission was authorized by the member or the member’s proxy.” That means that so long as there is an an appropriate verification process, ballots can be mailed back, emailed back as an attachment, or a more sophisticated electronic voting platform can be used.
Remote meetings and “ballots submitted by electronic transmission” can be complicated. For advice as to your specific situation or association membership meeting, feel free to contact one of our association attorneys. You may also find useful information in these prior articles:
Content provided by Jim Slaughter of Law Firm Carolinas. Original article can be found here.