During the COVID-19 pandemic, the Legislature enacted certain changes to the California Corporations Code that made it easier to hold member meetings entirely virtually. Prior to those changes, absent consent by all the members, a nonprofit corporation had to hold a member meeting in-person in a physical location, though it could allow members who could not come in-person to also attend virtually. After these enactments, nonprofit corporations were allowed to hold member meetings solely by electronic video screen communication, conference telephone, or other means of remote communication, provided the meeting included a live audio visual feed for the duration of the meeting. However, those enactments were only authorized until December 31, 2025.
Assembly Bill 2908 eliminated the repeal date of December 31, 2025. Accordingly, any nonprofit corporation with members, which some (but not all) independent schools have may now indefinitely hold membership meetings completely virtual membership meetings. It is important to note that in addition to a live audio visual feed, at those meetings the nonprofit must also implement reasonable measures to: (1) provide members and proxyholders, if allowed, a reasonable opportunity to participate and vote; (2) maintain a record of any votes or actions taken at the meeting; and (3) verify that each person voting is actually a member or valid proxyholder.
(AB 2908 amends section 5510, 7510, 9411 of the Corporations Code.)