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.
Day Pitney Data Privacy, Protection and Litigation chair William Roberts authored an op-ed with CBIA's President and CEO Chris DiPentima titled "Here Are Preemptive Measures to Limit a Cyberattack's Damage to Your Business," for the Hartford Business Journal.
On April 10, Day Pitney Family Office practice chair R. Scott Beach was a panelist Botoff Consulting's Family Governance Compensation Report webcast alongside Dennis Jaffe (BanyanGlobal Family Business Advisors) and Trish Botoff.
Day Pitney Real Estate, Environmental and Land Use practice co-chair Craig Gianetti was featured in Gothamist article "Court Tells Wealthy NJ Town: We'll Decide Where You'll Put Affordable Housing."
Day Pitney's Executive Committee, Executive Board and department leadership changes were featured on CityBiz.
Day Pitney's Executive Committee, Executive Board and department leadership changes were featured in Law360 Pulse.
Day Pitney Real Estate, Environmental and Land Use Partner Steven Wernick is featured in the Miami Herald article "The End of Single-Family-Only Home Suburbs? Miami-Dade Zoning Rule Impact Could Be 'Sweeping'."
Day Pitney Real Estate, Environmental and Land Use practice co-chair Craig Gianetti was featured in Law360 article "NJ Bill Paves An Aggressive Affordable-Housing Path."
Day Pitney Real Estate, Environmental and Land Use Counsel Joseph A. Ruiz was featured in the South Florida Business Journal article "Local Distillery Proposes Location in Miami-Dade Warehouse."
Day Pitney Partner Kritika Bharadwaj has been named to the 2024 Lawdragon 100 Leading Global AI & Legal Tech Advisors list. This is the inaugural year for this list.
Copyright © 2024 Day Pitney LLP, all rights reserved.