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Legal Governance Challenges for Associations During a Pandemic

from Jeffrey Tenenbaum, Esq.

The COVID-19 pandemic has not only thrown a huge monkey wrench into associations’ planned in-person meetings and conferences, but also has thrown a big curveball into association governance. From cancelled membership meetings to virtual board meetings to online elections to an inability to meet governance requirements imposed by law, bylaws or policy, associations are struggling to find answers to a host of pressing governance questions. As you navigate these issues for your own association, where do you find these answers, what are practical, workable solutions to these significant challenges, and what will constitute compliance with the law and your own governing documents?

This article will touch upon key questions that so many associations have been asking as of late, provide the legal context in which to analyze them, and offer practical ideas and possible solutions for making association governance work in these more-than-challenging times.

If our bylaws require an annual membership meeting and we have cancelled our annual conference, can this requirement be waived?

While associations understandably look first to their bylaws in attempting to answer governance questions, it is the nonprofit corporation statute of the state in which the association is incorporated (not the state in which its headquarters is located) that is the ultimate arbiter of governance-related issues. Such statutes supersede any provisions of the association’s bylaws (e.g., any bylaw provisions not consistent with the applicable statute will be null and void), and also fill in the gaps where the bylaws (or articles of incorporation) may be silent.

Please select this link to read the complete article from Jeffrey S. Tenenbaum, Esq.

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