On Wednesday, May 13th, Governor Ned Lamont issued Executive Order NN temporarily permitting Connecticut nonstock corporations to conduct member meetings, including annual meetings, remotely. This Executive Order allows Connecticut nonstock corporations to hold member meetings and conduct corporate business without in-person gatherings during the COVID-19 emergency.

Executive Order NN creates a temporary new subsection 33-1061(e) of the Connecticut Revised Nonstock Corporation Act, which permits the board of directors of a nonstock corporation to authorize members to hold meetings partly or entirely by means of remote communication. However, nonstock corporations must implement certain measures in order to hold member meetings remotely. Specifically, the Executive Order requires such corporations to verify the identity of each member participating remotely and to ensure that members have a reasonable opportunity to participate in the meeting and vote on matters submitted to such members. It also dictates that the notice to members entitled to vote at a remote meeting must describe the means of accessing the meeting.

Any provision of a nonstock corporation’s certificate of incorporation or bylaws that requires in-person meetings is suspended while the temporary subsection is in effect. Further, any partly or entirely remote member meeting will be deemed validly held if notice of the meeting is given during the effective period of the temporary subsection. The temporary subsection is operative for the duration of the COVID-19 emergency.

The statutory provisions governing member meetings otherwise remain unchanged. For example, nonstock corporations must still follow the requirements for notice of meetings, members’ lists for meetings and quorum.

We, at Carmody, are here to help you. If you would like guidance on the application of Executive Order NN, please contact any of our team members below:

Thomas R. Candrick, Jr.
(203) 784-3103; tcandrick@carmodylaw.com

Joseph Dornfried
(203) 575-2621; jdornfried@carmodylaw.com

Matthew H. Gaul
(203) 784-3106; mgaul@carmodylaw.com

Joseph L. Kinsella
(203) 575-2645; jkinsella@carmodylaw.com

Mark J. Malaspina
(203) 575-2625; mmalaspina@carmodylaw.com

Michael J. Reardon
(203) 575-2612; mreardon@carmodylaw.com

Ann H. Zucker
(203) 252-2652; azucker@carmodylaw.com

Johanna K. Bachmair
(203) 784-3183; jbachmair@carmodylaw.com

Wesley D. Cain
(203) 784-3105; wcain@carmodylaw.com

Stephanie E. Cummings
(203) 575-2649; scummings@carmodylaw.com

Kevin G. Palumberi
(203) 252-2692; kpalumberi@carmodylaw.com