In addition to a board of directors, some nonprofit corporations have “members,” that have certain voting rights, like the right to elect directors. Nonprofits with voting members must hold membership meetings. Existing law provides that, subject to certain conditions, members not physically present at a member meeting may participate in the meeting, be deemed present, and vote at a meeting using remote communication technologies, like electronic video screen communications or conference telephone call lines. However, existing law prohibits conducting a meeting of members solely by electronic transmission, electronic video screen communication, conference telephone, or other remote communications unless all of the members consent, the board of directors determines it is necessary or appropriate because of an emergency (as defined in the Corporations Code) or if the meeting was conducted on or before June 30, 2022.
Assembly Bill 231 (AB 231) extended this timeframe. Now, nonprofit corporations with voting members are authorized to conduct membership meetings solely by means of remote communication if: (1) all the members consent; (2) the board of directors determines it is necessary or appropriate because of an emergency as defined in the Corporations Code; or (3) notwithstanding an absence of member consents, the meeting is conducted on or before December 31, 2025 and it includes a live audiovisual feed and an audio-only means of participation. In the case of this third option, members must have the right to choose whether to participate via audiovisual or audio-only means, without the corporation imposing any barriers on either mode of participation. AB 231 further provides that a de minimis disruption of an audio or audiovisual feed does not require a corporation to end a member meeting, or render the corporation out of compliance with, the provisions of the Corporations Code on remote member meetings. Finally, AB 231 requires that at a remote meeting, members should be able to read or hear the proceedings of the meeting concurrently with those proceedings.
(AB 231 amends Sections 600, 5510, 7510, 9411, and 12460 of the Corporations Code.)