Online Compendium of Federal and State Regulations for U.S. Nonprofit Organizations
This page presents each state's laws addressing the use of teleconference technology for NPO Board meetings, which may include methods such as conference telephone calls, videoconferencing, real-time "text chat" systems, and other Internet communication mechanisms. Only information for states whose legal code is available online for free has been included. Notice that the legal citation given below is not to any published book of state statutes, but rather was derived from an online reference, and therefore may not be suitable for use in materials to be submitted in court (and please also read the important note below).
Please note that many states have different incorporation statutes for different types of nonprofit organizations. Certain cooperatives, educational institutions, cemeteries, religious institutions, hospitals and others specific types are commonly addressed separately from "ordinary" IRC 501(c)(3) public charitable organizations, but each state has its own legal quirks. When the state provides separate laws for different types of nonprofit organization, the one best fitting an "ordinary" IRC 501(c)(3) public charity is given below. If you are looking for the law that controls an organization other than an "ordinary" nonprofit charity, you must check the state's laws to insure that there isn't another specific law that applies to the type of organization with which you're concerned.
Although this document was prepared using the most currently available free online databases of state laws in March and April 1999 (unless otherwise noted), it may not be completely up-to-date, nor may it be used for the determination of any specific legal situation, or be considered legal advice. This compilation is provided for educational purposes only, to promote and aid public discussion.
Each state name is marked in the table below according to the following key, but note that many states allow organizations to override the default case given by law if they explicitly state so in their bylaws, and some allow telecommunications for Board meetings only if the organization specially allows them in their Bylaws:
+ The state's laws explicitly provide for some form of NPO Board meeting teleconferencing other than those including audio communication. [two jurisdictions]
* The state's laws explicitly provide for at least some form of teleconferencing for NPO Board meetings. [thirty-eight jurisdictions]
x The state specifically requires Board meetings to be in person. [no jurisdictions]
o The state neither explicitly allows or disallows teleconferencing. [six jurisdictions]
? The state's laws are not online and therefore are omitted from this compilation. [five jurisdictions]
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Ohio* |
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Utaho |
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Iowa* |
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Source: Code of Alabama
Section: Title 10: Corporations, Partnerships and Associations. Chapter 3A: Nonprofit Corporations. Section
10-3A-39: Place and notice of directors' meetings; committee meetings.
Cite: Ala. Code § 10-3A-39 (http://www.legislature.state.al.us/CodeofAlabama/1975/coatoc.htm, Mar.
23, 1999)
Section 10-3A-39: Place and notice of directors' meetings; committee meetings
(a) Meetings of the board of directors, regular or special, may be held either within or without Alabama.
(b) Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated thereby shall be held upon such notice as is prescribed in the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated thereby need be specified in the notice of such meeting or the waiver of notice unless required by the bylaws.
(c) Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated thereby may participate in a meeting of such 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 such means shall constitute presence in person at a meeting.
Source: Alaska Statutes
Section: Title 10: Corporations and Associations. Chapter 10.20: Nonprofit Corporations. Section 10.20.116:
Place and notice of directors' meetings.
Cite: Alaska Stat. § 10.20.116 (http://www.legis.state.ak.us/cgi-bin/folioisa.dll/stattx98?, Mar. 23,
1999)
Sec. 10.20.116: Place and notice of directors' meetings.
(a) Regular or special meetings of the board of directors may be held either inside or outside the state.
(b) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors shall be held after the notice which shall be prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted or the purpose of a regular or special meeting of the board of directors need not be specified in the notice of the meeting unless required by the bylaws.
Source: Arizona Revised Statutes
Section: Title 10: Corporations and Associations. Chapter 22: Nonprofit Corporations. Section 10-2322: Place
and notice of directors' meetings.
Cite: Ariz. Rev. Stat. § 10-2322 (http://www.azleg.state.az.us/ars/ars.htm, Mar. 23, 1999).
Section 10-2322: Place and notice of directors' meetings (Rpld. 1/1/99, no apparent replacement)
A. Meetings of the board of directors, regular or special, shall be held at least annually either within or without this state and may be held by means of conference telephone or similar communications equipment 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 such meeting.
B. Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors shall be held upon such notice as is prescribed in the bylaws. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at any regular or special meeting of the board of directors need not be specified in the notice or waiver of notice of such meeting unless required by the articles of incorporation or bylaws.
Source: Arkansas Code
Section: Title 4: Business and Commercial Law. Subtitle 3: Corporations And Associations. Chapter 33: The
Arkansas Nonprofit Corporation Act of 1993. Subchapter 8: Directors and Officers. Section 4-33-820: Regular and
special meetings.
Cite: Ark. Code § 4-33-820 (http://www.arkleg.state.ar.us/lpbin/lpext.dll, Mar. 23, 1999).
Section 4-33-820. Regular and special meetings.
(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(b) A board of directors may hold regular or special meetings in or out of this state.
(c) Unless the articles or bylaws provide otherwise, a board 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.
Source: California State Code (also here)
Section: Corporations Code. Title 1: Corporations. Division 2: Nonprofit Corporation Law. Part 2: Nonprofit
Public Benefit Corporations. Chapter 2. Directors and Management. Article 1. General Provisions. Section 5211.
Cite: Cal. Corp. Code § 5211 (http://www.leginfo.ca.gov/calaw.html, Mar. 24, 1999).
Note: Similar or identical provisions may be found in Title 1, Division 2, Parts 3 (Nnonprofit Mutual Benefit Corporations) and 4 (Nonprofit Religious Corporations).
Section 5211. (5) Meetings of the board may be held at a place within or without the state that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, designated in the bylaws or by resolution of the board.
Section 5211. (6) Members of the board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) pursuant to this subdivision constitutes presence in person at that meeting if all of the following apply:
(A) Each member participating in the meeting can communicate with all of the other members concurrently.
(B) Each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
(C) The corporation adopts and implements some means of verifying both of the following:(i) A person participating in the meeting is a director or other person entitled to participate in the board meeting.
(ii) All actions of, or votes by, the board are taken or cast only by the directors and not by persons who are not directors.
Source: Colorado Revised Statutes
Section: Article 7-121: Colorado Revised Nonprofit Corporation Act. Section 7-128-201: Meetings.
Cite: Colo. Rev. Stat. § 7-128-201 (http://web.intellinetusa.com/stat98/, Mar. 24, 1999).
Section 7-128-201: Meetings.
(1) The board of directors may hold regular or special meetings in or out of this state.
(2) Unless otherwise provided in the bylaws, the board of directors may permit any director 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 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.
Source: General Statutes of Connecticut
Section: Volume 10. Title 33: Corporations. Chapter 602: Nonstock Corporations. Part VII: Directors and
Officers. Section 33-1095: Meetings.
Cite: Conn. Gen. Stat. § 33-1095 (http://www.cslnet.ctstateu.edu/statutes/, Mar. 31, 1999).
Section 33-1095. Meetings.
(a) The board of directors may hold regular or special meetings in or out of this state. (b) 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.
Source: Delaware
Code
Section: Title 8: Corporations. Chapter 1: General Corporation Law. Subchapter IV: Directors and Officers.
Section 141: Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors;
nonprofit corporations; reliance upon books; action without meeting; removal.
Cite: Del. Code tit. 8, § 141 (http://www.lexislawpublishing.com/sdCGI-BIN/om_isapi.dll?&infobase=decode.NFO&softpage=browse_frame_pg,
Feb. 1999).
Section 141. (g) Unless otherwise restricted by the certificate of incorporation or bylaws, the board of directors of any corporation organized under this chapter may hold its meetings, and have an office or offices, outside of this State.
...
Section 141. (i) Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.
Source: Florida Statutes
Section: Title XXXVI Business Organizations. Chapter 617: Corporations Not for Profit. Section 617.0820
Meetings.
Cite: Fla. Stat. § 617.0820 (http://www.leg.state.fl.us/citizen/documents/statutes/1998/index.html,
Mar. 24, 1999).
Section 617.0820 Meetings.--
(1) The board of directors may hold regular or special meetings in or out of this state.
...
(4) Unless the articles of incorporation or the 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.
Source: Georgia Code
Section: Title 14. Chapter 3:Georgia Nonprofit Corporation Code. Section 14-3-820.
Cite: Ga. Code § 14-3-820 (http://www.ganet.state.ga.us/services/ocode/ocgsearch.htm, Feb. 1999).
(a) A board of directors may hold regular or special meetings in or out of this state.
(b) Unless the articles or bylaws provide otherwise, a board 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.
Source: Hawaii Revised Statutes
Section: Title 25: Professions and Occupations. Chapter 415B: Hawaii Nonprofit Corporation Act. Part III.
Officers and Directors. Section 415B-64: Place and notice of directors' meetings.
Cite: Haw. Rev. Stat. § 415B-64 (http://www.capitol.hawaii.gov/Site1/Documents/HRS.htm, Mar. 24, 1999).
Section 415B-64. Place and notice of directors' meetings.
Meetings of the board of directors, regular or special, may be held either within or without this State, and upon such notice as the bylaws prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need [be] specified in the notice or waiver of notice of the meeting.
Unless prohibited by the articles of incorporation or bylaws, and subject to provisions therein relating to notice, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can simultaneously hear each other. Participation by this means shall constitute presence in person at a meeting.
Source: Idaho State Code (also here)
Section: Title 30: Corporations. Chapter 3: Idaho Nonprofit Corporation Act. Section 30-3-74: Regular and
Special Meetings.
Cite: Idaho Code § 30-3-74 (http://www.idwr.state.id.us/idstat/TOC/idstTOC.html, Mar. 26, 1999).
Section 30-3-74. Regular and Special Meetings
(1) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(2) A board of directors may hold regular or special meetings in or out of this state.
(3) Unless the articles or bylaws provide otherwise, a board 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.
Source: Illinois State Code (not available online)
Section: ?
Cite: ?
Source: Indiana Code
Section: Title 23: Business and Other Associations. ARTICLE 17. NONPROFIT CORPORATIONS. CHAPTER 15. MEETINGS
AND ACTION OF BOARD OF DIRECTORS. Section 23-17-15-1.
Cite: Ind. Code § 23-17-15-1 (http://www.ai.org/legislative/ic/code, Mar. 26, 1999).
(a) If the time and place of a directors' meeting is fixed by:
(1) bylaws; or
(2) the board of directors; the meeting is a regular meeting. All other meetings are special meetings.(b) The board of directors may hold regular or special meetings inside or outside of Indiana.
(c) Unless articles of incorporation or bylaws provide otherwise, a board of directors may permit a director to:(1) participate in a regular or special meeting by; or
(2) 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 considered to be present in person at the meeting.
Source: Iowa Code
Section: Title XII: Business Entities. Subtitle 5: Nonprofit Corporations. 504A: Iowa Nonprofit Corporation
Act. Section 504A.22: Place and notice of directors' meetings.
Cite: Iowa Code § 504A.22 (http://www.legis.state.ia.us/IACODE/1999/titles.html, Mar. 26, 1999).
Section 504A.22. Place and notice of directors' meetings.
Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the bylaws.
Unless otherwise restricted by the articles of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board of directors, may participate in a meeting of the board or committee by conference telephone or similar communications equipment. All persons participating in the meeting shall be able to hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting. Records of the meeting shall be kept as required in section 504A.25.
Source: Kansas Statutes
Section: Chapter 17: Corporations. Article 17: Religious, Charitable and Other Organizations.
Section: Chapter 17: Corporations. Article 63: Directors and Officers. Section 17-6301. Board of directors,
etc.
Cite: Kan. Stat. § 17-6301 (http://www.ink.org/public/statutes/statutes.html, Mar. 30, 1999).
Kansas doesn't appear to address how NPO Boards of Directors may or must meet, although its general corporation law specifically allows teleconferencing as follows:
Section 17-6301. Board of directors; powers; number; qualifications; quorum; committees; terms and classes of directors; reliance upon records and information provided; action of board without meeting; compensation; removal of director.
...
(i) Unless otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or the governing body of any corporation, or any committee designated by such board or body, may participate in a meeting of such board, body or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
Source: Kentucky Revised Statutes
Section: Title XXIII: Private Corporations and Associations. Chapter 273: Religious, Charitable, and Educational
Societies -- Nonstock, Nonprofit Corporations. Section 273.223: Place and notice of directors' meetings.
Cite: Ky. Rev. Stat. § 273.223 (http://www.lrc.state.ky.us/krs/titles.htm, Mar. 30, 1999).
Section 273.223 Place and notice of directors' meetings.
Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Source: (not available online)
Section: ?
Cite: ?
Source: Maine Revised Statutes
Section: Title 13-B: Maine Nonprofit Corporation Act. Chapter 7: Directors and Officer. Section 705: Place
and notice of directors' meetings.
Cite: Me. Rev. Stat. tit. 13-B, § 705 (http://www.lrc.state.ky.us/statrev/frontpg.htm, Mar. 31, 1999).
Section 705. Place and notice of directors' meetings.
...
2. Participation at meetings by conference telephone. Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by such board, may participate in a meeting of such 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 and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
Source: (not available online)
Section: ?
Cite: ?
Source: General Laws of Massachusetts
Section: Part I: Administration of the Government. Title XXII: Corporations. Chapter 180: Corporations for
Charitable and Certain Other Purposes. Sections 3: Charitable corporations; incorporators; manner of incorporation;
classes of members; personal liability of officers and directors to corporation, and 6A: By-laws; contents.
Cite: Mass. Gen. Laws ch. 180, §§ 3,6A (http://www.state.ma.us/legis/laws/mgl/, Mar. 31, 1999).
Chapter 180, "Corporations for Charitable and Certain Other Purposes" does not prescribe any specific location or manner for Board meetings, referring instead to whatever the NPO establishes in its bylaws.
Source: Michigan Compiled Law (not available online)
Section: (?)
Cite: ?
Source: Minnesota Statutes
Section: Corporations. Chapter 317A: Nonprofit corporations. Section 317A.231: Board meetings. Subdivision
2: Electronic communications.
Cite: Minn. Stat. § 317A.231 (http://www.revisor.leg.state.mn.us/stats/, Mar. 31, 1999).
Section 317A.231. Board meetings. Subd. 2. Electronic communications.
(a) A conference among directors by a means of communication through which the directors may simultaneously hear each other during the conference is a board meeting, if the same notice is given of the conference as would be required for a meeting, and if the number of directors participating in the conference is a quorum. Participation in a meeting by this means is personal presence at the meeting.
(b) A director may participate in a board meeting by any means of communication through which the director, other directors participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by this means is personal presence at the meeting.
Source: Mississippi Code
Section: Title 79: Corporations, Associations, and Partnerships. Chapter 11: Nonprofit, Nonshare Corporations
and Religious Societies. Section 79-11-255. Meetings of board of directors.
Cite: Miss. Code § 79-11-255 (http://www.sos.state.ms.us/policy_admin/mscode/index.html, Mar. 31, 1999).
Section 79-11-255. Meetings of board of directors.
(1) The board of directors may hold regular or special meetings in or out of this state.
(2) Unless the articles 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.
Source: Missouri Revised Statutes
Section: Title XXIII: Corporations, Associations and Partnerships. Chapter 355: Not For Profit Corporation
Law. Section 355.376.
Regular and special meetings.
Cite: Mo. Rev. Stat. § 355.376 (http://www.moga.state.mo.us/homestat.htm, Mar. 31, 1999).
Section 355.376. Regular and special meetings.
...
2. A board of directors may hold regular or special meetings in or out of this state.3. Unless the articles or bylaws provide otherwise, a board 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.
Source: Montana
Code
Section: Title 35: Corporations, Partnerships, and Associations. Chapter 2: Nonprofit Corporations. Section
35-2-427: Regular and special meetings.
Cite: Mont. Code Ann. § 35-2-427 (http://statedocs.msl.state.mt.us/cgi-bin/om_isapi.dll?clientID=278&infobase=MCA_97.NFO&softpage=Browse_Frame_Pg,
Mar. 31, 1999).
Section 35-2-427. Regular and special meetings.
...
(2) A board of directors may hold regular or special meetings in the state or out of the state.(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by or to 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 considered to be present in person at the meeting.
Source: Nebraska Revised
Statutes (also here)
Section: Chapter 21: Corporations and Other Companies. Nebraska Nonprofit Corporation Act. Section 21-1980:
Regular and special meetings.
Cite: Neb. Rev. Stat. § 21-1980 (http://statutes.unicam.state.ne.us/cgi-bin/folioisa.dll/Statutes.nfo?,
Apr. 1, 1999)
Section 21-1980. Regular and special meetings.
...
(b) A board of directors may hold regular or special meetings in or out of this state.(c) Unless the articles or bylaws provide otherwise, members of the board of directors may participate in a regular or special meeting of the board 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.
Source: Nevada Revised Statutes (and search)
Section: Title 7: Business Associations; Securities; Commodities. Chapter 82: Nonprofit Corporations. Section
82.271: Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation
by telephone or similar method.
Cite: Nev. Rev. Stat. § 82.271 (http://www.leg.state.nv.us/NRS/index.htm, Apr. 1, 1999).
Section 82.271. Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation by telephone or similar method.
...
3. Unless otherwise restricted by the articles or bylaws, members of the board of directors, the delegates or any committee designated by the board or the delegates may participate in a meeting by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.
Source: New Hampshire Revised Statutes
Section: Title 27: Corporations, Associations, and Proprietors of Common Lands. Chapter 292: Voluntary Corporations
and Associations.
Section: Title 27: Corporations, Associations, and Proprietors of Common Lands. Chapter 293A: New Hampshire
Business Corporation Act. Section 293-A:8.20: Meetings and Action of the Board.
Cite: N.H. Rev. Stat. § 293-A:8.20 (http://199.92.250.14/rsa/, Apr. 1, 1999).
There appears to be no provision under Chapter 292, "Voluntary Corporations and Associations" addressing the place and manner in which the Board may meet. However, Chapter 293A, "New Hampshire Business Corporation Act," does include such an explicit statement which is provided here just for comparison with other states:
Section 293-A:8.20. Meetings and Action of the Board.
(a) The board of directors may hold regular or special meetings in or out of this state.
(b) Unless the articles 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.
Source: New
Jersey Permanent Statutes
Section: Title 15A: Corporations, Nonprofit. Section 15A:6-10: Place and notice of trustees' meetings
Cite: N.J. Stat. § 15A:6-10 (http://www.njleg.state.nj.us/cgi-bin/om_isapi.dll?clientID=12930&expandheadings=on&headingswithhits=on&infobase=Statutes.nfo&softpage=HitList_Frame_Pg,
Apr. 1, 1999).
Section 15A:6-10. Place and notice of trustees' meetings
a. Meetings of the board may be held either within or without this State, unless otherwise provided by the certificate of incorporation or the bylaws.
...
c. Any or all trustees may participate in a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the certificate of incorporation or the bylaws.
Source: New
Mexico Statutes
Section: Title XI: Corporations Other Than Municipal. Chapter 53: Corporations. Article 8: Nonprofit Corporations.
Section 53-8-22: Directors' meetings.
Cite: N.M. Stat. § 53-8-22 (http://www.lexislawpublishing.com/sdCGI-BIN/om_isapi.dll?&infobase=nmsa1978.NFO&softpage=browse_frame_pg,
Apr. 1, 1999).
Section 53-8-22. Directors' meetings.
Meetings of the board of directors, regular or special, may be held either within or without New Mexico and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. Except as otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated thereby 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 such means shall constitute presence in person at a meeting.
Source: New York State Consolidated Laws
Section: Chapter 35: Not-For-Profit Corporation Law. Article 7: Directors and Officers. Section 708. Action
by the board.
Cite: N.Y. Not-for-Profit Corp. Law § 708 (http://assembly.state.ny.us/cgi-bin/claws, Apr. 8, 1999).
Section 708. Action by the board.
...
(c) When authorized by the certificate of incorporation or the by-laws, any one or more members of the board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Source: North Carolina General
Statutes
Section: Chapter 55A. North Carolina Nonprofit Corporation Act. Section 55A-8-20: Regular and special meetings.
Cite: N.C. Gen. Stat. § 55A-8-20 (http://www.ncga.state.nc.us/html1999/statutes/statutes.html, Apr.
8, 1999).
Section 55A-8-20. Regular and special meetings.
(b) Unless the articles 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
Source: North Dakota Century Code
Section: Title 10: Corporations. Chapter 10-33: Nonprofit Corporations. Section 10-33-39. Board meetings.
Cite: N.D. Cent. Code § 10-33-39 (http://www.state.nd.us/lr/centurycode.html, Apr. 8, 1999).
Section 10-33-39. Board meetings.
...
2. A board meeting may be conducted by:a. A conference among directors using any means of communication through which the directors may simultaneously hear each other during the conference constitutes a board meeting, if the same notice is given of the conference as would be required by subsection 3 for a meeting, and if the number of directors participating in the conference is a quorum. Participation in a meeting by this means is personal presence at the meeting; or
b. Any means of communication through which the director, other directors so participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by this means is personal presence at the meeting.
Source: Ohio Revised Code
Section: Title 17: Corporations--Partnerships. Chapter1702: Nonprofit Corporation Law. Section 1702.31.
Cite: Ohio Rev. Code § 1702.31 (http://orc.avv.com/, Apr. 11, 1999).
Unless otherwise provided in the articles, regulations, or bylaws, and subject to the exceptions applicable during an emergency for which provision is made in division (G) of section 1702.11 of the Revised Code:
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(B) Meetings of the trustees may be held at any place within or without the state and, unless the articles or regulations prohibit participation by trustees at a meeting by means of communications equipment, meetings of the trustees may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this division shall constitute presence at such meeting;
Source: Oklahoma State Statutes
Section: Title 18. Section 18-1027.
Cite: Okla. Stat. tit. 18, § 18-1027 (http://oklegal.onenet.net/statutes.basic.html, Apr. 11, 1999).
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F. Unless otherwise restricted by the certificate of incorporation or bylaws:1. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee;
2. The board of directors of any corporation organized in accordance with the provisions of the Oklahoma General Corporation Act may hold its meetings, and have an office or offices, outside of this state;
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4. Members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear or otherwise communicate with each other. Participation in a meeting pursuant to the provisions of this subsection shall constitute presence in person at the meeting.
Source: Oregon Revised Statutes
Section: Volume 2. Title 7: Corporations and Partnerships. Chapter 65: Nonprofit Corporations. Section 65.337:
Regular and special meetings.
Cite: Or. Rev. Stat. § 65.337 (http://landru.leg.state.or.us/ors/, Apr. 11, 1999).
Section 65.337. Regular and special meetings.
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(2) The board of directors may hold regular or special meetings in or out of this state.(3) Unless the articles 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, 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.
Source: Pennsylvania Consolidated Statutes (only partially available here
and also here)
Section: Title 15: Corporations and Unincorporated Associations. Part II: Corporations. Subpart C: Nonprofit
Corporations. Chapter 57: Officers, Directors and Members. Subchapter A: Notice and Meetings Generally. Section
5708. Use of conference telephone and similar equipment.
Cite: 15 Pa. Cons. Stat. § 5708 (http://members.aol.com/StatutesPA/Index.html, Apr. 11, 1999).
Section 5708. Use of conference telephone and similar equipment.
Except as otherwise provided in the bylaws, one or more persons may participate in a meeting of the incorporators, the board of directors or an other body, or the members of a nonprofit corporation by means of conference telephone or similar communications equipment 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.
Source: Rhode Island General Laws
Section: Title 7: Corporations, Associations and Partnerships. Chapter 7-6: Rhode Island Nonprofit Corporation
Act. Section 7-6-27: Place and notice of directors' meetings.
Cite: R.I. Gen. Laws § 7-6-27 (http://www.rilin.state.ri.us/Statutes/Statutes.html, Apr. 11, 1999).
Section 7-6-27. Place and notice of directors' meetings.
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Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated thereby 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 such means shall constitute presence in person at a meeting.
Source: South Carolina Code of Laws
Section: Title 33: Corporations, Partnerships and Associations. Chapter 31: South Carolina Nonprofit Corporation
Act. Article 8: Directors and Officers. Subarticle B: Meetings and Action of the Board. Section 33-31-820: Regular
and special meetings.
Cite: S.C. Code § 33-31-820 (http://www.lpitr.state.sc.us/code/statmast.htm, Apr. 11, 1999).
Section 33-31-820. Regular and special meetings.
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(b) A board of directors may hold regular or special meetings in or out of this State.(c) Unless the articles or bylaws provide otherwise, a board 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 hear each other simultaneously during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Source: South
Dakota Codified Laws
Section: Title 47: Corporations. Chapter 23: Nonprofit corporations - Members, directors, officers and agents.
Section 47-23-21. Meetings by teleconference.
Cite: S.D. Codified Laws § 47-23-21 (http://www.lexislawpublishing.com/sdCGI-BIN/om_isapi.dll?&infobase=sdcode.NFO&softpage=browse_frame_pg,
Apr. 11, 1999)
Section 47-23-21. Meetings by teleconference.
Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Unless restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of teleconference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by a board or committee member in a teleconference constitutes presence in person at a meeting.
Source: Tennessee
Code
Section: Title 48: Corporations And Associations. Nonprofit Corporations. Part 2: Meetings and Action of
Board. Section 48-58-201: Regular and special meetings.
Cite: Tenn. Code § 48-101-501 (http://www.lexislawpublishing.com/sdCGI-BIN/om_isapi.dll?&infobase=tncode.NFO&softpage=browse_frame_pg,
Mar. 1999).
Section 48-58-201. Regular and special meetings.
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(c) Unless the charter or bylaws provide otherwise, a board 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.
Source: Texas State Statutes (also
here)
Section: Vernon's Civil Statutes. Title 32. Corporations. Chapter Nine. Non-Profit, Cooperative, Religious
and Charitable. Texas Non-Profit Corporation Act. Article 1396-2.19. Place and Notice of Directors' Meetings.
Cite: Tex. Civ. Stat. § 1396-2.19.B (http://www.capitol.state.tx.us/statutes/statutes.html, Apr. 11,
1999)
Article 1396-2.19. Place and Notice of Directors' Meetings.
Section 1396-2.19.B. Regular meetings of the board of directors may be held with or without notice as prescribed in the by-laws. Special meetings of the board of directors shall be held upon such notice as is prescribed in the by-laws. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, unless required by the by-laws.
Source: Utah Code
Section: Title 16: Corporations. Chapter 6: Utah Nonprofit Corporation and Cooperative Association Act.
Section 16-6-39: Meetings of governing board -- Notice and waiver of notice.
Cite: Utah Code § 16-6-39 (http://www.le.state.ut.us/~code/code.htm, Apr. 11, 1999).
Section 16-6-39. Meetings of governing board -- Notice and waiver of notice.
Meetings of the governing board, regular or special, may be held either within or without this state, and upon such notice as the governing board by resolution or the bylaws may prescribe. Attendance of a trustee at any meeting shall constitute a waiver of notice of such meeting except where such trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the governing board need be specified in the notice or waiver of notice of such meeting, unless otherwise provided in the articles of incorporation or the bylaws.
Source: Vermont Statutes
Section: Title 11B: Nonprofit Corporations. Chapter 8: Directors and Officers. Section 8.20: Regular and
Special Meetings.
Cite: Vt. Stat. tit. 11B, § 8.20 (http://www.leg.state.vt.us/statutes/statutes.htm, Apr. 11, 1999).
Section 8.20. Regular and Special Meetings.
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(b) A board of directors may hold regular or special meetings in or out of this state.(c) Unless the articles of incorporation or bylaws provide otherwise, a board 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, including conference telephone call, 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.
Source: Code of Virginia
Section: Title 13.1: Corporations. Chapter 10: Virginia Nonstock Corporation Act. Article 1: General Provisions.
Section 13.1-864: Meetings of board of directors
Cite: Va. Code § 13.1-864 (http://leg1.state.va.us/000/src.htm, Apr. 11, 1999).
Section 13.1-864. Meetings of board of directors
A. The board of directors may hold regular or special meetings in or out of this Commonwealth.
B. Unless the articles 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 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.
Source: Revised Code of Washington
Section: Title 24: Corporations and Associations (Nonprofit). Chapter 24.03: Washington Nonprofit Corporation
Act. Section 24.03.120: Place and notice of directors' meetings.
Cite: Wash. Rev. Code § 24.03.120 (http://www.leg.wa.gov/wsladm/rcw.htm, Apr. 11, 1999).
Section 24.03.120. Place and notice of directors' meetings.
Meetings of the board of directors, regular or special, may be held either within or without this state.
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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 of directors may participate in a meeting of such 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 such means shall constitute presence in person at a meeting.
Source: (not available online)
Section: ?
Cite: ?
Source: West Virginia State Code
Section: Chapter 31. Article 1: Business and Nonprofit Corporations. Part II: Corporations Generally. Section
31-1-73: Action by shareholders, members or directors without a meeting.
Cite: W. Va. Code § 31-1-73 (http://www.legis.state.wv.us/Code/toc.html, Apr. 11, 1999).
Section 31-1-73. Action by shareholders, members or directors without a meeting.
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(c) If the articles of incorporation or the bylaws so provide, one or more directors or shareholders may participate in a meeting of the board, a committee of the board or of the shareholders by means of conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other.Whenever a vote of the shareholders or directors is required or permitted in connection with any corporate action this vote may be taken orally during this electronic conference. The agreement thus reached shall have like effect and validity as though the action were duly taken by the action of the shareholders or directors at a meeting of shareholders or directors if the agreement is reduced to writing and approved by the shareholders or directors at the next regular meeting of the shareholders or directors after the conference.
Source: Wisconsin
Statutes
Section: Chapter 181: Nonstock Corporations. Subchapter VIII: Directors and Officers. Section 181.0820:
Regular and special meetings.
Cite: Wis. Stat. § 181.820 (http://folio.legis.state.wi.us/cgi-bin/om_isapi.dll?clientID=105530&infobase=stats.nfo&softpage=Browse_Frame_Pg,
Apr. 11, 1999).
Section 181.0820. Regular and special meetings.
(3) Methods of conducting meeting.
(a) Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:
1. All participating directors may simultaneously hear each other during the meeting.
2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.
(b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is considered to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.
Source: Wyoming Statutes
Section: Title 17 Corporations. Chapter 19: Nonprofit Corporation Act. Article 8: Directors and Officers.
Section 17-19-820: Regular and special meetings.
Cite: Wis. Stat. § 17-19-820 (http://legisweb.state.wy.us/titles/statutes.htm, Apr. 11, 1999)
Section 17-19-820. Regular and special meetings.
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(b) A board of directors may hold regular or special meetings in or out of this state.(c) Unless the articles or bylaws provide otherwise, a board 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 communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Online Compendium of Federal and State Regulations for U.S. Nonprofit Organizations
http://www.muridae.com/nporegulation/
Page last modified 11Apr99