During this current pandemic, Steven L. Sugarman & Associates is pleased to offer the following links to important resources, plus the articles posted below. To skip to other resources on this page, click here.
Meetings during the pandemic
With State and Federal mandates and guidelines in place with respect to the coronavirus, in-person meetings are strongly discouraged if not prohibited. Under these circumstances, what can a community association do about board or membership meetings? Most of the governing documents for condominiums and planned communities do not provide for alternative means of conducting meetings. A solution to this dilemma is also not embodied in Pennsylvania's Uniform Condominium Act or Uniform Planned Community Act. However, all is not lost.
For the associations that are formed as non-profit corporations (and most are), the Pennsylvania Non-Profit Corporation Law (NPCL) provides the means to conduct meetings in a safe manner during these unprecedented times through the use of "conference telephone or other electronic technology." Specifically, Section 5708 of the NPCL provides the following:
Use of conference telephone or other electronic technology:
a) Incorporators, directors and members of another body – Except as otherwise provided in the bylaws, one or more persons may participate in a meeting of the incorporators, the board of directors or another body of a nonprofit corporation by means of conference telephone or other electronic technology by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.
b) Members – Except as otherwise provided in the bylaws, the presence or participation, including voting and taking other action, at a meeting of members, or the expression of consent or dissent to corporate action, by a member by conference telephone or other electronic means, including, without limitation, the Internet, shall constitute the presence of, or vote or action by, or consent or dissent of the member for the purposes of this subpart.
Therefore, provided that an association’s bylaws do not provide otherwise, association boards and members may rely upon Section 5708 of the NPCL and conduct meetings by phone or virtual means.
In addition, Section 5509 of the NPCL authorizes boards of directors to adopt "emergency bylaws" at a time like this so as to enable nonprofit community associations tomodify such important procedural steps as:
- procedures for calling meetings,
- quorum requirements for meetings, and
- procedures for designating additional or substitute directors.
As you can see, help is available for community associations to conduct meetings through proper application of these existing statutory provisions. However, before implementing any temporary meeting procedures, association boards should certainly consult with legal counsel.
Steven L. Sugarman & Associates remains available to assist community associations with these meeting issues as well as the myriad of other unprecedented legal issues confronting community associations during these extraordinary times.
Helpful federal, state, and local COVID-19 links
WCOJ Radio Interview with Steve Sugarman
regarding Community Associations
PA Governmental Departments
PA Municipal Codes