DC Nonprofit Corporations Can Meet Electronically Until February 2022

On May 4, 2021, the Mayor of the District of Columbia signed B24-0140, the Coronavirus Support Temporary Amendment Act of 2021, into law. Due to the Congressional ratification procedures required by measures passed by the DC Council, the law is projected to go into effect this summer until approximately February 4, 2022.

Most importantly, section 407 of this Act allows nonprofit corporations and general cooperative associations that are domiciled within the District of Columbia to hold remote meetings, irrespective of what is contained in the group’s governing documents.

• The Act amends DC’s Nonprofit Corporation Act to state, “Notwithstanding the articles of incorporation or bylaws, an annual or regular meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments” (emphasis added). There is a similar provision for special meetings of the members.
• The Act amends DC’s General Cooperative Association Act to state, “Regardless of whether remote regular and special meetings of members are authorized by the articles or bylaws, members may participate in regular and special meetings of members remotely in accordance with § 29-305.09” (emphasis added).

This latest iteration of COVID-response legislation added much needed clarity to these entities. Previous versions of the legislation only authorized electronic meetings in conjunction with a declared public health emergency. However, the DC government took an ad-hoc approach with the emergency health orders, extending each one for weeks at a time. Now, DC nonprofit corporations and co-ops have certainty that they can meet electronically until at least February 4, 2022. This deadline could be extended by DC Council action at a later date.

We recommend that groups that are incorporated in DC use this temporary reprieve to hold a remote or hybrid annual meeting where an agenda item is amending the Bylaws or Articles of Incorporation to explicitly allow for electronic meetings.

Please contact us to set up an free, initial consultation to go over your options.

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Donald Garrett, MPA, PRP is a Professional Registered Parliamentarian based in the Washington, DC Metropolitan area (Northern Virginia). He received both his Bachelor of Arts (Government) and Master of Public Administration from George Mason University.
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