Online Meetings

 

 

Electronic Online Meetings
Electronic Meetings – PDF

The question has been asked can we meet online?  The short answer is yes but you need to understand the requirements.  California Corporations Code section 5211 states in relevant part

(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply:

(6) Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation (Sections 20 and 21). Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, pursuant to this subdivision constitutes presence in person at that meeting if both of the following apply:

(A) Each director participating in the meeting can communicate with all of the other directors concurrently.

(B) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

In other words, State law states directors of nonprofit corporations such as ours can meet using electronic means provided it meets the requirements set forth in subsection 6 (A), and (B).  However, the state does allow for bylaws to restrict this ability.  Therefore, if our bylaws specifically prevent directors from meeting by electronic then the directors are prohibited from using electronic meetings to conduct business.  The Department of California bylaws does not prohibit the right granted to the directors.  The same would hold true for Post assuming there is no provision in your bylaws that state otherwise.

We must remember the order of precedent. The law is the first resource we look to.  In this case the law says we can have electronic meetings unless our bylaws say otherwise.  Next we next turn to our bylaws.  Our bylaws do not prevent our directors from holding online meetings.  The analysis on the question as to whether we can have electronic meetings ends at that point. 

What does this mean for Post and Districts?  Post and Districts should look to their respective bylaws to see if there is an expressed provision prohibiting the use of electronic meetings. If there is such a provision, then you must follow the law.  If your bylaws do not have an express provision preventing the electronic meetings, then you may meet in accordance with the code.

Later as you review your bylaws, I recommend that you place in your bylaws a provision affirming the ability to meet in electronic format to prevent any ambiguity in the future.  The Department sample bylaws has been recently updated by the Constitution and Bylaw Chair and a provision affirming the state law has been added.

Thank you
Autrey James J.D.

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I want to clarify one point it is true that the section cited previously spoke to directors and I indicated that this does apply to Post and District’s as well.  In case there is confusion Section 5510 of the California Corporations Code does allow us to have general member meetings as well.  I have provided the pertinent portions of section 5510 below.  Also remember the idea is to always act within the best interest of the corporation.  It is not in the best interest of your corporation to sit around and do nothing, especially in light of the recent acts of congress to provide financial help to businesses like our Post.  Improvise, adapt, and overcome we will get through this by working together

“Corp C § 5510. (a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with the bylaws. If no other place is stated or so fixed, meetings of members shall be held at the principal executive office of the corporation. Unless prohibited by the bylaws of the corporation, if authorized by the board of directors in its sole discretion, and subject to the requirement of consent in clause (b) of Section 20 and those guidelines and procedures as the board of directors may adopt, members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of members may, by electronic transmission by and to the corporation (Sections 20 and 21) or by electronic video screen communication, participate in a meeting of members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of members whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the corporation or by electronic video screen communication, in accordance with subdivision (f).

(f) A meeting of the members may be conducted, in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communication (1) if the corporation implements reasonable measures to provide members in person (or, if proxies are allowed, by proxy) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and (2) if any member votes or takes other action at the meeting by means of electronic transmission to the corporation or electronic video screen communication, a record of that vote or action is maintained by the corporation…”

Autrey James, J.D.