The COVID-19 pandemic has not only thrown a huge monkey wrench into associations’ planned in-person meetings and conferences, but has also thrown a big curveball into association governance. From cancelled membership meetings to virtual board meetings to online elections to an inability to meet governance requirements imposed by law, bylaws or policy, associations are struggling to find answers to a host of pressing governance questions. As you navigate these issues for your own association, where do you find these answers, what are practical, workable solutions to these significant challenges, and what will constitute compliance with the law and your own governing documents? This webinar will answer these questions, as well as others such as:
- If our bylaws require an annual membership meeting and we have cancelled our annual conference, can this requirement be waived?
- If we can’t hold our annual membership meeting in person – to hold board elections or otherwise – can we hold it virtually? Alternatively, can members vote by email?
- I heard that New York’s Governor recently signed an executive order to allow membership meetings for New York not-for-profit corporations to be held “remotely or by electronic means.” Have other states’ Governors signed similar orders and are they necessary?
- I heard that some states’ nonprofit corporate statutes only allow more permissive electronic or virtual meeting structures if codified in your articles of incorporation. If that is not the case already, how can we make such a change?
- What happens if we don’t follow a mandate or procedure dictated by state law or our own bylaws? What are the potential consequences?
- I know that our board can meet by audio- or videoconference with the same legal effect as an in-person meeting, but can board members vote by proxy or by email ballot, particularly during the current pandemic?
As membership and board governance issues are so critical to the healthy functioning of an association – and is this is a very complex, nuanced area of the law, and one that varies from state to state – this is an important webinar that promises to offer real-time, practical advice and guidance, best practices, and suggestions for avoiding pitfalls.
AAMSE Members – Free
Non-Members – $30
Jeffrey S. Tenenbaum, Esq.
Tenenbaum Law Group PLLC
Jeff Tenenbaum is one of the nation’s leading nonprofit attorneys, and also is an accomplished author, lecturer, and commentator on nonprofit legal matters. Jeff counsels his clients on the broad array of legal issues affecting charities, trade and professional associations, foundations, international NGOs, arts and cultural institutions, think tanks, and other nonprofit organizations, and regularly represents clients before Congress, federal and state regulatory agencies, and in connection with governmental and internal investigations, enforcement actions, litigation, and in dealing with the media.
He has extensive experience with a broad array of nonprofit legal issues, including tax and federal tax exemption, corporate governance, copyrights and trademarks, meeting, vendor, and other contracts, grants, fundraising regulation and commercial co-ventures, charitable gift restrictions, employment law and CEO employment contracts, antitrust, certification and standard-setting, mergers and joint ventures, chapters, subsidiaries, and affiliates, lobbying and political activity regulation, Americans with Disabilities Act compliance, insurance, and international operations, among others.
Jeff is frequently called upon by major media outlets – in television, radio, print, online, and elsewhere – to provide commentary on news stories involving nonprofit legal issues and developments, and has served as an expert witness in several court cases on nonprofit legal matters. For 19 years, he practiced law at Venable LLP in Washington, DC; he was a partner and chaired its nonprofit practice for most of that time, served on the firm’s Board of Directors for many years, and co-chaired the firm’s management review process in 2016. Jeff started his career in the nonprofit community by serving as Legal Section manager at the American Society of Association Executives, following several years working on Capitol Hill as a legislative assistant.
Jeff was the 2006 recipient of the American Bar Association’s Outstanding Nonprofit Lawyer of the Year Award, and was an inaugural (2004) recipient of the Washington Business Journal’s Top Washington Lawyers Award. He was one of only a handful of “Leading Lawyers” in the prestigious U.S. Legal 500 Not-for-Profit rankings from 2012-18 and is one of only five lawyers in the U.S. Legal 500 Not-for-Profit “Hall of Fame.” He is listed in the 2012-20 editions of The Best Lawyers in America® for Non-Profit/Charities Law, and was selected for inclusion in the 2014-20 editions of Washington, DC Super Lawyers in the Nonprofit Organizations category. He was the 2015 recipient of the New York Society of Association Executives’ Outstanding Associate Member Award, the 2004 recipient of The Center for Association Leadership’s Chairman’s Award, and the 1997 recipient of the Greater Washington Society of Association Executives’ Chairman’s Award. He was recognized in 2013 as a Top Rated Lawyer in Tax Law by The American Lawyer and Corporate Counsel, and, in 2011, was named as one of Washington, DC’s “Legal Elite” by SmartCEO. He has been listed in the annual editions of Who’s Who in American Law and Who’s Who in America since 2005, was a 2008-09 Fellow of the Bar Association of the District of Columbia, and is AV® Peer-Review Rated by Martindale-Hubbell, the highest rating possible.
Jeff is the author of the book, Association Tax Compliance Guide, now in its second edition, published by the American Society of Association Executives. He also is a contributor to numerous ASAE books, including Professional Practices in Association Management, Association Law Compendium, The Power of Partnership, Essentials of the Profession Learning System, Generating and Managing Non-Dues Revenue in Associations, and several Information Background Kits. In addition, he is a contributor to Exposed: A Legal Field Guide for Nonprofit Executives, published by the Nonprofit Risk Management Center. He is a frequent author on nonprofit legal topics, having written or co-written more than 1,000 articles.
Jeff is also a frequent lecturer on nonprofit legal topics, having delivered or moderated over 1,000 speaking presentations. He served on the faculty of the ASAE Virtual Law School, and is a regular commentator on nonprofit legal issues for NBC News, The Washington Post, The New York Times, The Wall Street Journal, Los Angeles Times, The Washington Times, The Baltimore Sun, ESPN.com, Washington Business Journal, Legal Times, Association Trends, CEO Update, Forbes, The Chronicle of Philanthropy, The NonProfit Times, Politico, Bloomberg Business, Bloomberg BNA, EO Tax Journal, and other periodicals. He also has been interviewed on nonprofit legal topics on Washington, DC CBS-TV affiliate, the Washington, DC Fox-TV affiliate’s morning news program, Voice of America Business Radio, Nonprofit Spark Radio, The Inner Loop Radio, Through the Noise podcasts, and other media outlets.