REMOTE COMMUNICATION FOR BOARD MEETINGS IN NEW JERSEY
On Monday, April 13, 2020, the New Jersey Legislature voted on a new bill which would allow non-profits to meet remotely during the ongoing COVID‑19 crisis. The bill, S‑2342 / A‑3915, passed unanimously in both the New Jersey Senate and Assembly.
This bill amends portions of the New Jersey Non-Profit Corporations Act. Specifically, it amends N.J.S.A. § 15A:5‑1, which involves the place of member meetings for nonprofit corporations, and N.J.S.A. § 15A:5‑4, which regulates the notice of meetings for nonprofit corporations. The New Jersey Non-Profit Corporations Act applies to any non-profit in the State: that includes Community Associations, Condominium Associations, and Homeowners Associations organized as non-profits in the State of New Jersey.
The changes allow nonprofits to hold member meetings remotely during a State of Emergency, as declared by the Governor. However, the board must authorize and adopt guidelines and procedures to govern such meetings. Additionally, the board is required to implement measures to:
- verify that each person participating remotely is either a member or a member’s proxy;
- provide each remotely participating member with a reasonable opportunity to participate in the meeting; and
- maintain records of any votes or other actions taken remotely during the meeting.
Members may participate in these remote meetings to the extent the board authorizes participation. Likewise, Members who join these meetings remotely are deemed as present in person and are allowed to vote at the meeting.
This bill further changes the law so that, if the board has authorized participation by members in a remote meeting, the notice it is required to send to members must describe the means of remote communication used.
Presently, we are seeing many community associations choosing to conduct meetings and elections remotely, often through online, web-conferencing platforms like Zoom, GoToMeeting, WebEx and others. Some boards are apprehensive and concerned that such procedures may conflict with governing documents that require meetings be held in a designated place. While individual Master Deeds and By-Laws may vary, the law is clear that it applies “regardless of whether [a] meeting is held at a designated place or solely by means of remote communication” and supersedes association by-laws.
This act will take effect immediately once it is signed by the Governor. So, community associations with upcoming meetings scheduled to be held digitally must act quickly to make sure they have procedures approved and in place. Boards must also make sure they have developed a procedure of approving all participants in remote conferences.
The information in this Client Alert is provided solely for information purposes. It should not be construed as legal advice on any specific matter and is not intended to create an attorney-client relationship. The information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based upon particular circumstances. Each legal matter is unique, and prior results do not guarantee a similar outcome.
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