Quorum in Crisis: What to Do When Your Board Can’t Meet in Person

If your board is finding this time extra challenging, you’re not alone.  Zoom-bombings, working from a cobbled-together “Rona rig” in an office that you now share with your spouse and kids, the list goes on. On a more sobering note, the weekly updates about your nonprofit’s cash flow are enough to make your stomach churn.  Now is the time for thoughtful and decisive action. But how does your board do this when you can’t physically convene? Hope isn’t lost. Here’s what you need to know to hold an emergency board meeting.

Refer to your bylaws.

Your first step is to review your organization’s bylaws.  Along with outlining the fundamentals, such as how often your board meets, the number of members required to establish a quorum, and the procedures for amending your bylaws, the current crisis is highlighting the need for bylaws to address the procedure and conditions for calling an emergency board meeting.  One of the key issues may be what is considered a “triggering” event for emergency provisions; if you are unclear on this, you might want to engage the help of experienced counsel to help you with your determination.  And if your bylaws don’t yet contain emergency provisions, now is the time to add them.

Review your state’s law on emergency meeting provisions.

In the absence of guidance in your specific bylaws, you should consult the laws of your state.  Most have specific provisions about emergency and contingency situations.  In Arizona, Section 10-3303 of the Revised Statutes allows for a nonprofit’s board to take emergency measures if a quorum cannot be assembled because of “a local emergency, a state of emergency or a state of war emergency.”  Under this emergency authority, meeting notice provisions are relaxed and directors may modify lines of succession and relocate principal offices.

Washington has similar, but slightly more far-reaching provisions; any “catastrophic event” that prevents a quorum can trigger emergency authority to enact emergency bylaws for meeting notice procedures, quorum requirements, and “designation of additional or substitute directors.”

If, after consulting your bylaws and relevant state law, your board is still unclear about your emergency meeting options, you might want to seek the help of legal counsel.  Contentious decisions made under questionable emergency powers can cause problems later.

Ellis Carter is a nonprofit lawyer with Caritas Law Group, PC. To contact Ellis, call 602-456-0071 or email us at info@caritaslawgroup.com.

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