The covid crisis has affected Maine nonprofit organizations in countless ways. Among the most common questions coming to the Maine Association of Nonprofits these days is whether Board, membership, and committee meetings can be held via conference call or online videoconference. The good news is that for the vast majority of organizations, conference call and video meetings are indeed allowed. Here are some questions you’ve asked, from easy-peasy to mind-bending.
Good question. Let’s start with § 705(2) of the Maine Nonprofit Corporation Act, which states that unless expressly restricted by the organization’s Bylaws or Articles of Incorporation, any Board or committee meeting can be attended in whole or in part by “conference telephone or similar communications equipment” so long as everyone can hear each other. “Similar communications equipment” presumably includes videoconference services such as Zoom, but would not allow meetings where there is no live audio, such as chat rooms, instant messaging, or email (although see below for making decisions outside of meetings by email).
Most Bylaws include language that mirrors this statutory provision. Others are silent on the question of conference call or video meetings, but that’s not a problem because the statute fills that silence with its default provision allowing them. The only trouble would arise is if an organization’s Bylaws expressly prohibit video or telephone Board or committee meetings, but in my 17 years of practice I have yet to come across an organization with this problem.
I’m glad you asked. Section 602(1) of the MNCA provides that “Meetings of members, if any, may be held at such place, either within or without this State, as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this State.”
Hopefully, your Bylaws have a provision that allows for maximum flexibility for membership meetings, something along the lines of “Membership meetings may be held at such time and place as the Board of Directors may determine.” In that case, the Board would have the appropriate authority to hold a membership meeting online. Of course, membership meetings typically involve many more attendees than a Board or committee meeting, so the individual or group managing the meeting should take care to do advance planning on how to ensure a smooth flow. See below for some tips.
Granted, this is a trickier situation. There’s no perfect answer. On the one hand, it’s a violation of the Governor’s Restarting Plan for people to gather in groups greater than 10 (tentatively rising to 50 in June, but only where social distancing can occur in accordance with rigorous guidelines). On the other hand, your Bylaws have a specific requirement to meet in person, and sometimes they even specify a particular month of the year. Either way, your organization has to violate something – either the Governor’s order or your Bylaws. One violation risks the spread of a deadly disease, possible criminal penalties, and possibly even civil liability under tort law if people were to get sick from a meeting; the other is substantively harmless, and might generate a few disgruntled complaints. I think you can see where I’m going with this…
As I see it, here are your two chief options:
What, you have more questions? Go ahead, I have time for two more…
Ooh, good question. How to respond to tech snafus is a judgment call by the President or whoever is running the meeting, based on a number of factors, including the importance of the subject matter and the scope of the tech issue (is it just one person failing to hear, or a widespread problem?). In some cases, it might be perfectly reasonable to continue with the meeting and everyone does their best. In other circumstances, it might be best to reschedule the entire meeting, or at least postpone an agenda item that is particularly thorny or controversial.
Excellent question. Just because you can have an online meeting doesn’t mean it will be easy. As we’ve all learned over the past couple months, virtual meetings take a bit more forethought and planning. Here’s a comprehensive guidebook from Board Source, and here are some more useful tips.
Everyone’s heard about the Paycheck Protection Program loans offered through the Small Business Administration as a result of the CARES Act, but a few other charity-related provisions might have passed you by as you were trying to stay alive the past few months. In particular:
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