Court Rules Telephonic Annual Meeting Appropriate During COVID-19 Pandemic Under New York Not-for-Profit Corporation Law

The New York Supreme Court recently ruled that under the COVID-19 emergency amendments to the New York Not-for-Profit Corporation Law (N-PCL), a homeowners’ association board of directors’ decision to not hold an in-person annual meeting, but instead use measures including a telephonic meeting, mail-in voting for the election of new directors and pre-meeting submission of proposed business, complied with HOA bylaws and the N-PCL.

To read the full text of this Duane Morris Alert, please visit the firm website.

Consider a Virtual Shareholder Annual Meeting During the COVID-19 Pandemic

t may be time for your company to reconsider your usual plans for the annual meeting. We don’t know how long the COVID-19 situation may last or how severe it may get, but with some careful advance planning, you may be able to proceed without putting you or your shareholders at risk.

On March 13, the SEC staff issued their “Staff Guidance for Conducting Annual Meetings in Light of COVID-19 Concerns.” The staff noted that some issuers are considering delaying their annual meetings. They encouraged those issuers to promptly notify shareholders of any proposed delays, also noting that issuers must comply with state law and any applicable securities exchange requirements. Clearly, it may make sense to consider delaying your annual meeting, especially if you anticipate (or want) a large turnout.

To read the full text of this Duane Morris Alert, please visit the firm website.

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The opinions expressed on this blog are those of the author and are not to be construed as legal advice.

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