Annual Meetings During the COVID-19 Pandemic: Proxy Voting and Use of Communications Equipment

UPDATE: On Friday, April 3, 2020, Governor Baker signed Chapter 53 of the Acts of 2020 (An Act to Address Challenges Faced By Municipalities and State Authorities Resulting From COVID-19), which includes an emergency provision (Section 16) intended to make it easier for nonprofits to function remotely for the time being. For more information, please read our alert, “Remote Meetings for Members – New COVID-19 Relief For Nonprofit Governance”

The COVID-19 pandemic poses a unique challenge for many Massachusetts nonprofit organizations at a critical time in their annual work and governance cycles. Nonprofits are being forced to reschedule or cancel annual fundraising galas, reassess their grantmaking and, most challenging of all, drastically ramp down or halt altogether the valuable work they do and support they provide.

The purpose of this alert is to summarize the current state of the law as it relates to how nonprofits organized under Massachusetts law may hold their annual meetings, and to offer some practical approaches to addressing these issues given today’s circumstances. These rules apply to nonprofits incorporated in Massachusetts only; nonprofits incorporated in other states will need to check those states’ requirements.

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