Sponsored by:
Senator ANTHONY M. BUCCO
District 25 (Morris and Somerset)
Co-Sponsored by:
Senators Diegnan, O'Scanlon and Pou
SYNOPSIS
Permits nonprofit corporations to allow members to participate in meetings by means of remote communication.
CURRENT VERSION OF TEXT
As introduced.
An Act concerning nonprofit corporations and remote meetings and amending N.J.S.15A:5-1.
Be It Enacted by the Senate and General Assembly of the State of New Jersey:
1. N.J.S.15A:5-1 is amended to read as follows:
15A:5-1. a. Meetings of members of every corporation organized under this title may, unless otherwise provided by law, be held at a place, within or without this State, as may be provided in the bylaws or as may be fixed by the board pursuant to authority granted by the bylaws. In the absence of such a provision, all meetings of members shall be held at the registered office of the corporation. [During a state of emergency declared by the Governor, a] A meeting of members may be held by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting.
b. One or more members may participate in a meeting by means of remote communication to the extent the board authorizes that participation. Meetings conducted in part or solely by means of remote communication [in reliance upon this subsection] and any member's remote participation in those meetings shall be subject to those guidelines and procedures as the board adopts, and shall be in conformity with subsection c. of this section.
c. A member participating in a meeting of members by means of remote communication [in reliance upon subsection a. of this section] shall be deemed present in person and shall be entitled to vote at the meeting regardless of whether that meeting is held at a designated place or solely by means of remote communication. In any meeting conducted in part or solely by means of remote communication in reliance upon subsection a. of this section, the corporation shall implement reasonable measures to:
(1) verify that each person participating remotely is a member or a proxy of a member;
(2) provide each member participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the members, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
(3) record and maintain a record of any votes or other actions taken by remote communication at the meeting.
(cf: P.L.2020, c.20, s.1)
2. This act shall take
effect immediately.
STATEMENT
This bill permits nonprofit corporations to hold members’ meetings in part or solely by means of remote communication.
Pursuant to current law, remote communication of members is permitted during a state of emergency declared by the Governor. This bill clarifies that these meetings may be held by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting, regardless of any state of emergency.