Legal Governance Challenges for Associations During a Pandemic

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In addition to its effects on association planned in-person meetings and conferences, the COVID-19 pandemic has also greatly impacted 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.

GSAE invites you to join a free webinar on Wednesday, May 13 at 2:00 pm ET, hosted by Association Societies Alliance (ASA), to help you navigate these issues for your own association. Where do you find these answers, what are practical and workable solutions to these significant challenges, and what will constitute compliance with the law and your own governing documents? This webinar will answer these questions, as well as others such as:

• If our bylaws require an annual membership meeting and we have cancelled our annual conference, can this requirement be waived?
• If we can’t hold our annual membership meeting in person – to hold board elections or otherwise – can we hold it virtually? Alternatively, can members vote by email?
• I heard that New York’s Governor recently signed an executive order to allow membership meetings for New York not-for-profit corporations to be held “remotely or by electronic means.” Have other states’ Governors signed similar orders and are they necessary?
• I heard that some states’ nonprofit corporate statutes only allow more permissive electronic or virtual meeting structures if codified in your articles of incorporation. If that is not the case already, how can we make such a change?
• What happens if we don’t follow a mandate or procedure dictated by state law or our own bylaws? What are the potential consequences?
• I know that our board can meet by audio- or videoconference with the same legal effect as an in-person meeting, but can board members vote by proxy or by email ballot, particularly during the current pandemic?
• Bonus: What is the potential liability to the association as we begin to return to some version of “business as usual” over the coming months and get back together for in-person meetings or events?

As membership and board governance issues are so critical to the healthy functioning of an association – and as this is a very complex, nuanced area of the law, and one that varies from state to state – this is an important webinar that promises to offer real-time, practical advice and guidance, best practices, and suggestions for avoiding pitfalls.

Presenter: Jeff Tenenbaum is one of the nation’s leading association attorneys, and also is an accomplished author, lecturer, and commentator on association legal matters. Jeff counsels his clients on the broad array of legal issues affecting trade and professional associations and other nonprofit organizations, and regularly represents clients before Congress, federal and state regulatory agencies, and in connection with governmental and internal investigations, enforcement actions, litigation, and in dealing with the media. Among numerous other honors and awards, he was the 2006 recipient of the American Bar Association’s Outstanding Nonprofit Lawyer of the Year Award and is one of only five lawyers in the U.S. Legal 500 Not-for-Profit “Hall of Fame.” Jeff is the author of the ASAE-published Association Tax Compliance Guide, and currently serves as Chair of the American Bar Association’s Trade and Professional Associations Subcommittee and on the ASAE Legal Advisory Council and Public Policy Committee. Learn more.

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