COVID-19 Order: Connecticut Nonstock Corporations May Now Hold Remote Membership Meetings
Charities and other Connecticut nonstock corporations may hold their membership meetings online pursuant to emergency Executive Order No. 7NN (the order) issued by Gov. Ned Lamont on May 13. Prior to the issuance of the order, charities and other entities formed under the Connecticut Revised Nonstock Corporation Act (the CRNCA) could hold membership meetings only in person, with no authorization for remote participation.
Under the order, the directors of a Connecticut nonstock corporation can decide to hold a member meeting entirely by means of computers and smartphones. There will be no need to designate a place where members can go to speak with company officers and each other.
Other statutory provisions for holding membership meetings remain unchanged. For example, nonstock corporations still must follow the requirements for notice to members, quorum, access to membership lists and voting. The notice of meeting must describe the means of accessing the meeting. Any provision of the certificate of incorporation or bylaws that requires in-person meetings is suspended during the emergency.
The order creates a temporary new subsection 33-1061(e) to the CRNCA (the temporary amendment), allowing the board of directors to elect to hold a membership meeting by means of remote communication if the nonstock corporation implements reasonable measures to (i) verify that the remote participant is a member and (ii) allow members to participate and vote on matters submitted to the members and on which the members are entitled to vote. The duration of the temporary amendment is subject to the duration of the COVID-19 emergency. As long as a notice of an entirely remote meeting is set during the effective time of the emergency, the resulting meeting, even if conducted after the expiration of the temporary amendment, is deemed valid. Several services exist that can assist a Connecticut nonstock corporation in conducting a remote meeting.
Day Pitney attorneys participated in drafting the language of the executive order on a pro bono basis, and we are available to discuss its application.
For more Day Pitney alerts and articles related to the impact of COVID-19, as well as information from other reliable sources, please visit our COVID-19 Resource Center.
COVID-19 DISCLAIMER: As you are aware, as a result of the COVID-19 pandemic, things are changing quickly and the effect, enforceability and interpretation of laws may be affected by future events. The material set forth in this document is not an unequivocal statement of law, but instead represents our best interpretation of where things stand as of the date of first publication. We have not attempted to address the potential impacts of all local, state and federal orders that may have been issued in response to the COVID-19 pandemic.
Recommended
Day Pitney Energy Attorneys Eric Runge and Margaret Czepiel provided insights into a recent landmark FERC on an episode of the American Bar Association's Environmental Law Explored podcast hosted by Liz Bogle.
Day Pitney Litigation department vice chair Mark Salah Morgan authored the article "Direct-to-Consumer Sports Broadcasting Is More Sustainable" for Sports Business Journal.
The arrival of Tax Partner Ryan Leichsenring was featured in Law360 Pulse article "Day Pitney Adds Tax Partner From Robinson & Cole in Conn."
Day Pitney Real Estate Partner Jared Ross was featured in the Boston Globe article "Boston's Office-to-Residential Conversion Program Has Only a Handful of Takers So Far. Here's Why."
Day Pitney Tax Partner Ryan Leichsenring authored an article for the Hartford Business Journal titled, "Here's How to Avoid Common Pitfalls When Managing Charitable Assets."
Day Pitney LATAM practice chair Daniel Diaz Leyva and International Trusts and Estates practice chair Dina Kapur Sanna were featured in Acclaim Magazine article, "Successfully Serving Families of Wealth for Generations."
The arrival of Ryan Leichsenring as a Tax Partner in Day Pitney's Hartford office was featured in the Bloomberg Law article titled, "Day Pitney Adds Leichsenring as Tax Partner in Connecticut."
Day Pitney Florida Real Estate chair Daniel Diaz Leyva is featured in Sun Sentinel's article titled, "Clouds Rising Over Banks? As Interest Rates Stay High, FAU Survey Handicaps Risks For Lenders With Big Books of Commercial Loans."
Day Pitney Data Privacy Associate Stephanie M. Gomes-Ganhão authored the article "A Review of Part 2: Consider a More Flexible Compliance Program in the Wake of the Revised Rules," for the Journal of Health Care Compliance.