In a seemingly sensible response to the pandemic, rookie Representative Mike Weisgram (R-24/Fort Pierre) proposes House Bill 1090, which would allow boards of non-profit corporations to conduct online meetings.
Current law on non-profits allows their boards to adopt emergency bylaws but only in case of “an attack on the United States or any nuclear or atomic disaster.” (Speaking of unnecessary verbage, quick quiz: distinguish “nuclear disaster” from “atomic disaster”.) HB 1090 says United Way doesn’t have to wait for the bombs to fall; they can work around their bylaws in case of “any national security, national health, or other declared emergency requiring such action.”
HB 1090 then gets with the 21st century and says that, even without a national emergency, non-profits may provide in their articles or bylaws for electronic meetings. It also specifies that special meetings conducted electronically must allow all members to “substantially see or hear the proceedings concurrently with their occurrence” (no definition is given for how much lag time is too much, so I would assume that a second or two of Zoom latency will still satisfy the definition of “concurrently”), “vote on matters submitted to the members”, and “pose questions and make comments.”
If such electronic meetings aren’t already legal, I still suspect that responsible members of churches, service clubs, and other non-profits won’t be too hard on their board members for making good faith efforts over the last ten months to reduce the spread of coronavirus and conduct their corporate business online. But it will be nice to put clear permission for such responses to pandemics and other pressing national crises into statute. I wonder… if we do need this legal provision, maybe Representative Weisgram should consider an amendment giving legal recognition to any corporate board actions taken in all the online meetings that non-profits have already conducted since the beginning of the pandemic without explicit legal authorization, just to make sure no one tries overriding all decisions made by corporate boards via Zoom since March 2020….
One such organization I am a board member of just held such a meeting.
Ssshhhh.
I think many nonprofits have held telephone meetings for decades. I don’t think there is a problem with this if no one objects. You do have to give members notice and opportunity to join the meeting. I suspect there must be a reason this legislation is being brought forward now. There must be a problem in some non-profit.
This bill updates the procedures for emergency meetings. For unknown reasons, the procedures, dating back to 1965, were not included in the 2016 code section revisions for non-profit corporations. The 2016 revisions included a provision that allows annual and regular meetings to be held electronically. For the specifics of that code section, see SDCL 47-23-4.
https://sdlegislature.gov/Statutes/Codified_Laws/DisplayStatute.aspx?Type=Statute&Statute=47-23-4