As of Jan. 1, 2014, members of Oregon nonprofit corporations may participate in membership meetings by remote communication, provided certain safeguards are in place. Directors of Oregon nonprofit corporations have long been permitted to participate in board meetings remotely, but there was no similar option for members. A member who was unable to attend a meeting in person could simply not attend, or appoint a proxy to attend the meeting and vote on the member’s behalf.
Under amendments to the Oregon Nonprofit Corporation Act, a member may now participate by remote communication, to the extent authorized by the corporation’s board of directors and subject to such guidelines and procedures as the board may adopt. In order to take advantage of the new rules, a corporation must first:
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Implement measures to verify that a person participating in a membership meeting by remote communication is a member. The statute does not specify how this must be done, but presumably a measure such as the use of a passcode that is provided only to members to access the meeting would satisfy this requirement.
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Ensure that members may participate by remote communication in an effective manner. This means that members who are not physically present at a meeting must be able to hear or otherwise communicate at “substantially the same time” with other persons at the meeting and must have access to any materials necessary to enable the member to exercise any right to participate in the meeting or to vote.
For any membership meeting at which remote participation will be permitted, the notice of the meeting must state that the board has authorized participation by remote communication. The notice must also describe how a member may notify the corporation of the member’s intention to participate remotely.
The corporation must maintain a record of the vote or other action of a member who participates remotely.
For an Oregon nonprofit membership corporation that wishes to take advantage of the new rules, the implementation should generally be straightforward. In most cases it will not be necessary for a corporation to amend its bylaws, although board resolutions may be required. Davis Wright would be happy to assist in implementation.
