Making Congregational Decisions in a Time of Pandemic Isolation

The following was provided by Heather Kimmel, General Counsel, United Church of Christ:  

Many of our church bylaws do not have provisions for decisions by email or other electronic means.  That has left many churches with a question on how they can make decisions when they can not gather in person.  Each of the states in our Conference have some statutes that may offer some guidance as we try to navigate in this uncertain time.   Note that this applies to meetings.  Actions taken without a meeting, such as in writing by email, are subject to specific requirements under state law to be valid; churches should be familiar with those requirements before taking actions outside of meetings.

In Connecticut, if participants are able to hear one another and participate in real time (i.e. no email voting), then a meeting can be held electronically unless the bylaws state otherwise:  “unless the certificate of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.” Sec. 33-1095. Meetings.

In Rhode Island, it is similar:  “Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, and participation by that means constitutes presence in person at a meeting.”

The following was provided by SNEUCC legal counsel in March 2022: 

The Massachusetts state legislature has passed new legislation allowing nonprofit corporations to hold remote member meetings provided certain requirements are met.

Generally, under MA law, nonprofit members can only vote in person or by proxy (and not remotely), but this legislation (Section 27 of Chapter 22 of the Acts of 2022) enables MA nonprofits to hold virtual member meetings as long as certain steps are followed and the Articles of Organization do not prohibit such meetings. If this legislation is revoked in future, nonprofit member votes will once again need to occur in person or by proxy.

Please note that Section 27 also permits greater flexibility for Board governance and meetings.

Section 27 requires a nonprofit's Board to first vote to authorize the remote member meeting, after which members can be informed via notice. 

Governance Issues

If you are hiring new staff or Calling a new pastor during this pandemic, here is some guidance for an online on-boarding process:  On-boarding a New Leader Remotely