Remote Membership Meetings Authorized Under New Maine Law

Reprinted with permission from The Maine Nonprofit Law E-Bulletin September 2021, by Robert H. Levin, Attorney-at-Law with the Law Office of Robert H. Levin

During the pandemic some Maine nonprofits have been twisted into knots trying to figure out whether remote Board and membership meetings are permitted. I first wrote about this issue in my May 2020 E-Bulletin.

Fortunately, the Maine Legislature has provided clarity by passing a new law that expressly authorizes full or partial online membership meetings. Note that the new statute only covers membership meetings, and not Board meetings. But Board meetings can already be held remotely under a separate provision of the Maine Nonprofit Corporations Act, so long as everyone can hear each other.

In order for a remote membership meeting to be valid, the nonprofit must establish guidelines and procedures for such meetings. These guidelines must include reasonable measures to: (1)  verify that each person participating remotely is indeed a member or proxy holder; (2) ensure that the members have a reasonable opportunity to participate in the meeting and to vote on submitted matters; and (3) to maintain records of any votes or other actions.

I searched online and didn’t find a perfectly suitable set of sample guidelines and procedures for a typical nonprofit membership organization. But this site (see Section II) comes pretty close if the term “members” is substituted for “trustees.” And see here for a great set of best practices on how to prepare for and manage remote membership meetings.

In addition to allowing remote meetings, the statute also allows a Board to override the Bylaws in determining when and where a membership meeting can be held. This provision is helpful because many Bylaws establish a fixed time and location for such meetings. Although these details might have seemed like a good idea at the time, often they are no longer suitable as the organization has evolved.