Changes in New York Law to Permanently Allow Virtual Membership Meetings

Governor Kathy Hochul signed legislation in November 2021 that allows New York nonprofit and religious organizations to hold virtual-only membership meetings, and nonprofits to hold hybrid membership meetings (virtual and in-person attendees).

With the legislation, what began as a temporary measure by the state in response to the pandemic to provide greater flexibility for virtual meetings has now been made permanent.

According to a report by the law firm Venable LLP in the Exempt Organizations Tax Journal (Update 2021-229), the newly enacted law treats religious and other nonprofit corporations differently in certain respects:

“A not-for-profit corporation’s board of directors may choose to hold virtual or hybrid membership meetings only if such meetings are not prohibited by the organization’s certificate of incorporation or bylaws, and subject to implementing certain mandated safeguards. In contrast, religious corporations can continue to hold virtual meetings only if the board of trustees is authorized to determine the place of meetings, and they are not allowed to hold hybrid meetings. Therefore, even organizations that previously held virtual or hybrid membership meetings under the prior temporary law should review their organizing documents to confirm that their organization is not now prohibited from doing so.”

As a reminder for ECFA-accredited members, ECFA’s board also approved in mid-2020 a change to ECFA Standard 2, Governance, to allow the minimum of two required board meetings per year to be held virtually under certain conditions.

This text is provided with the understanding that ECFA is not rendering legal, accounting, or other professional advice or service. Professional advice on specific issues should be sought from an accountant, lawyer, or other professional.