As one of the last Executive Orders issued in 2020, Governor Cooper has extended the ability of North Carolina associations (including HOAs and condos) to hold virtual membership meetings.
How Did We Get Here?
Current COVID restrictions limit NC indoor meetings to 10 and outdoor meetings to 25 “at the same time in a single confined indoor or outdoor space.” These limits must be considered when planning any in-person association membership or board meeting.
Prior to the pandemic, associations boards could meet virtually, but not association membership meetings. However, on April 24, 2020, the Governor issued Executive Order #136, which allowed nonprofit membership meetings to meet virtually if certain conditions were met. That Executive Order expired on June 23, but was extended by Executive Order #149 through August 31; by Executive Order #161 through October 30; and by Executive Order #173 through December 29. We were in discussions with the Governor’s Office last week about the need to continue to the Executive Orders and were notified late on New Year’s Eve that the Order allowing virtual nonprofit member meetings was extended again, this time through Monday, March 1, 2021.
Here are some specifics:
- A board gets to determine “in its sole discretion” if a member meeting will be conducted electronically.
- Association members may participate in the member meeting through platforms such as Zoom, GoToMeetings, or Microsoft Teams.
- No motions or voting by hands or voice are allowed during the virtual meeting.
- A quorum is not necessary during the virtual meeting because no business will be transacted.
- Decisions are made by “written ballot,” which can include electronic means, including e-mail, so long as the “electronic transmission … [sets forth or is submitted] with information from which it can be determined that the electronic transmission was authorized by the member or the member’s proxy.” So long as there is an appropriate verification process, ballots can be mailed back, sent by email attachment, or cast by an electronic voting platform.
- The written ballot vote does require a quorum.
Electronic meetings and balloting issues can get complicated. FYI, our firm has hosted many virtual association meetings this past year. If we can assist with any specific issues, contact one of our association attorneys.
These prior articles may be helpful:
The new order, Executive Order No. 185: Extending Prior Executive Orders on Remote Shareholder and Nonprofit Meetings During the COVID-10 State of Emergency, has not yet been posted online, but a copy can be found here. The prior Executive Orders on this issue can be found at Executive Order #173, Executive Order # 161, Executive Order #149, and Executive Order #136.
For any HOA/condo meeting guidance, contact one of the community association attorneys in the Greensboro, Charlotte, Raleigh or Wilmington offices of Law Firm Carolinas.
Author: Jim Slaughter
Articles have been Reprinted with permission from Black, Slaughter, Black.
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