The New Jersey Nonprofit Corporation Act (N.J.S.A. 15A:5-1, et seq.) (the “Act”) was amended on Monday, January 22, 2022, to permanently allow remote community association member meetings (using Zoom, Teams, or other remote communication technologies). Previously, the Act permitted remote meetings of members-only when New Jersey was in a declared state of emergency, such as the COVID-19 pandemic. This new legislation (A5549/S4112) gives communities more flexibility in conducting association member meetings and will hopefully result in increased member attendance for quorum and voting purposes.
The Act generally requires that member meetings “be held at a place, within or without this State, as may be provided in the bylaws or as may be fixed by the board pursuant to authority granted by the bylaws. In the absence of such a provision, all meetings of members shall be held at the registered office of the corporation” (emphasis added). This new legislation supersedes the requirement that member meetings be held at a physical location so long as the board authorizes remote attendance and adopts guidelines for remote attendance procedure. These guidelines must include “reasonable measures” to:
- Verify that each person participating remotely is a member or a proxy of a member;
- Provide each member participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the members, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
- Record and maintain a record of any votes or other actions taken by remote communication at the meeting.
Once the board authorizes remote attendance and the appropriate guidelines are in place, association members who attend member meetings by way of remote communication “shall be deemed present in person and shall be entitled to vote at the meeting regardless of whether that meeting is held at a designated place or solely by means of remote communication.”
Stark & Stark is available to assist community associations in drafting resolutions authorizing remote meeting attendance and related guidelines.