April 8, 2020
We know that all of you are dealing daily with the changes that COVID-19 has made in your lives and in the work of your local Leagues. The most important concern for all of us in your League family is that you and your communities are safe, and we do not want to proceed with any of our work that would harm you or our communities.
One of the things that we’ve been exploring at LWVMA is how we should proceed with our Council (announced for Saturday, June 13) and suggestions for you about how to manage your local League Annual Meetings this spring. Serendipitously, last week the Governor signed legislation that allows Massachusetts corporations (including nonprofit organizations such as LWVMA) to hold meetings like Council and local League Annual Meetings by remote participation.
Our LWVMA Bylaws, which we amended at last June’s Convention, now provide for staggered terms for officers and directors of LWV Massachusetts. It is necessary to hold a Council meeting by the end of this fiscal year with delegates from local Leagues and Members-at-Large to elect new members for the LWVMA Board. Our Bylaws did not anticipate the situation we are currently dealing with. They do not explicitly provide for remote participation for member meetings. (We will put this on a list of possible changes to consider before next year’s Convention.)
We reviewed guidance from LWVUS (here and here) and reviewed any applicable state law or guidance. Leagues across the country are dealing with this same issue, but many states have explicit laws that provides for remote participation for nonprofit as well as for profit corporations. We researched what guidance might be available from other nonprofit organizations and law firms which specialize in nonprofit work. In the midst of our review, we learned of legislation making its way through Beacon Hill which would provide some help.
This legislation, enacted as Chapter 53 of the Acts of 2020 after being signed by the Governor, became effective immediately on Friday, April 3. Among many items relating to the COVID-19 emergency were provisions (in Sections 15 and 16) which allow Massachusetts corporations (including nonprofit organizations such as LWVMA) to hold meetings by remote participation. The conditions for this remote participation are excerpted here:
Participation by remote communication at any meeting of the members shall constitute presence at such meeting only if: (i) reasonable measures are implemented to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member or proxyholder; (ii) reasonable measures are implemented to provide such members and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear to the proceedings of the meeting substantially concurrently with such proceedings, pose questions and make comments, regardless of whether the members can simultaneously communicate with each other during the meeting; and (iii) if any member or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.
If we hold Council via remote participation, how would this work?
We would schedule a Zoom conference (for the same time and date as that contained in the First Call to Council: Saturday, June 13 at 10 a.m.) that would be open to all members. This video conference would satisfy the requirement that members could participate, pose questions and make comments. Members would have to register for the conference call, and register as either a “delegate” (designated by their League as one of the votes available to their local League) or as an “observer.” Local Leagues should ensure that members they designate as voting delegates are able to participate on that day so that we will have the required quorum. As always at Council and Convention, observers do not have a vote. Staff would monitor the registrations to ensure that each local League has the correct number of delegates, just as we would for an in-person Council where voting is required.
When will a decision be made about in-person versus remote participation for LWVMA Council?
The LWVMA Board will decide at its regularly scheduled meeting on April 24 whether to hold the event in-person, or whether to move to a remote meeting. The Bylaws specify that the slate of nominations must be shared with League members six weeks ahead of Council (May 2). At that time, if we are moving ahead with this, we would specify procedures for nominations from the floor, voting in the case of a contested election, and any other discussion items that would be included in the program for the video conference. We would also open registration for the Council at that time.
Local League Annual Meetings
Local League Boards and Steering Committees should first decide whether they want to proceed with an in-person meeting, postpone their annual meeting to a future date, or have a remote meeting. Local Leagues should first review their Bylaws. If you have already provided for remote participation in member meetings, then you can proceed with whatever procedure is outlined in your own Bylaws. If your Bylaws do not provide for a remote meeting, your options are to postpone until a later date when in-person meetings might be possible in your community or to follow a similar procedure as outlined above for a remote meeting, but for all members not just for delegates. This decision should be conveyed clearly to all members, along with information on how they will be able to participate. If you decide you would like to use the LWVMA Zoom conference capability for your meeting, please see the resources available in our COVID-19 Toolkit to schedule the Zoom conference. As with any Annual Meeting, minutes should be taken and approved consistent with local Bylaws, and any votes of the membership recorded.
These are unusual times, and we appreciate our collective League brain trust to help us make the best decisions. We are striving to be transparent with our process and our thinking, and welcome your questions, concerns and feedback about both LWVMA Council 2020 and your own Annual Meetings. Any feedback received will be shared with the Board before our April 24 meeting to help inform their decision.
This and other information about League operations during the COVID-19 crisis is in a COVID-19 Toolkit on the LWVMA website.
Finally, special thanks to our ad-hoc Governance Committee for its research and guidance: Marilyn Peterson, Lynn Cohen, Nancy Brumback, and Elizabeth Foster-Nolan.
Mary Ann and Judy
PS – In case you have questions about the LWVUS Convention, it is still scheduled for June 25-28 in Washington, DC, but the LWVUS website has the following message: “Please know that LWVUS’s first priority is the health, safety and well-being of everyone involved with Convention. We are taking all developments concerning the Coronavirus (COVID-19) very seriously and all impacts and changes to Convention will be shared with members as they are decided.”