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Executive Order Permits Nonprofit Membership Meetings to be Held Remotely

April 20, 2020/TEO BULLETIN/less than a minute

Section 603 (a) of the New York Not-for-Profit Corporation Law (“N-PCL”) provides that “[m]eetings of members may be held at such place, within or without this state, as may be fixed by or under the by-laws or, if not so fixed, at the office of the corporation in this state.” While the N-PCL explicitly permits directors to attend Board meetings by conference telephone or other electronic means (as long as all persons participating in the meeting can hear each other at the same time and each director can participate in all matters at the meeting), the N-PCL does not expressly provide for such remote participation at member meetings. This is obviously an issue that has arisen for New York membership organizations unable to meet in person due to coronavirus distancing restrictions.

New York Executive Law Article 2-B, § 29-A provides that the governor may “by executive order temporarily suspend any statute, local law, ordinance, or orders, rules or regulations, or parts thereof, of any agency during a state disaster emergency, if compliance with such provisions would prevent, hinder or delay action necessary to cope with the disaster or if necessary to assist or aid in coping with such disaster.” On April 16, 2020, Governor Cuomo invoked this power to issue Executive Order No. 202.18 which, among other things, modifies N-PCL § 603 “to the extent necessary to permit annual meetings of members to be held remotely or by electronic means.” Such modification is effective through May 16, 2020.


Carter Ledyard & Milburn LLP uses Client Advisories to inform clients and other interested parties of noteworthy issues, decisions and legislation which may affect them or their businesses. A Client Advisory does not constitute legal advice or an opinion. This document was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. © 2023 Carter Ledyard & Milburn LLP.

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