CHANGES TO MEETING LAWS FOR NONPROFITS
A recent piece of legislation provides nonprofit organizations more flexibility for governance and board activities. On March 29, 2023, Governor Healey signed H.58 ‘An Act making appropriations for the fiscal year 2023 to provide for supplementing certain existing appropriations and for certain other activities and projects’. In addition to directing state funds for various programs, the legislation makes permanent changes to nonprofit meeting laws implemented during the pandemic.
Nonprofit organizations will now have the flexibility to hold in-person, virtual or hybrid (both in-person and virtual access) board meetings. This includes annual, regularly scheduled or special meetings of the board. Members who attend virtually are considered present for the meeting and may vote on any items during the meeting.
For many nonprofit organizations who seek to diversify their board of directors, this meetings law change increases options for members who may not be able to travel for in-person meetings.
While the law does not require the board to amend its articles or bylaws to implement hybrid or virtual meetings, organizations should consider adding to its bylaws, board governance guidelines, or written procedures a statement that board members who are not physically present may, by means of remote communication: (I) participate in a meeting of members; and (II) be deemed, to the same extent as members physically present at a designated location, to be: (A) present; and (B) authorized to vote.
Nonprofits should consult their legal counsel or governance committees as well.
For convenience, here is the language from the legislation:
SECTION 21. Section 6A of chapter 180 of the General Laws, as appearing in the 2020 Official Edition, is hereby amended by adding the following 2 paragraphs:-
The board of directors may, unless otherwise provided in the articles of organization or bylaws, authorize any annual, regular or special meeting of members to be held in-person at a physical location, by means of remote communication or by a hybrid model with both a physical location and a means of remote communication. Subject to the articles of organization, bylaws, guidelines or procedures as the board of directors may adopt, members not physically present at the designated location of a meeting of the members may, by means of remote communication: (i) participate in a meeting of members; and (ii) be deemed, to the same extent as members physically present at a designated location, to be: (A) present; and (B) authorized to vote.
Pursuant to the fifth paragraph, the corporation shall implement reasonable measures to:
(i) verify that each person deemed present and authorized to vote at the meeting by means of remote communication is a member;
(ii) provide members a reasonable opportunity to participate in the meeting and vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
(iii) maintain a record of any vote or other action a member takes at a meeting by means of remote communication.
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MASSCreative works with artists, cultural councils, arts organizations, and the broader creative community to build a Commonwealth where arts and creativity are an expected, recognized, and valued part of everyday life. Working with their coalition of 400 arts and cultural organizations and artists from across the Commonwealth, MASSCreative uses public education and awareness, grassroots organizing, advocacy campaigns, and other civic and political engagement to ensure that arts, culture, and creativity are considered when important policy and political decisions are made at the state and local levels.
