Jan. 7, 2022
From the Office of the Canon to the Ordinary:
REVISED GUIDANCE ON VIRTUAL ANNUAL MEETINGS with sample proxy form attached below
Dear Clergy and Wardens,
After further consultation with the chancellor’s law firm, I write with updated guidance regarding virtual annual meetings.
Unfortunately, the option for members of incorporated parishes to vote remotely in parish meetings expired on Dec. 15, 2021. The Act Extending Certain COVID-19 Measures referred to in my e-mail of Dec. 21 relates to meetings of Massachusetts governmental bodies under the Massachusetts Open Meeting Law and not to nonprofit corporations, which are not governed by that law.
Massachusetts nonprofit corporation law permits vestry members of incorporated parishes to meet remotely, but not parish members. Unless an incorporated parish’s articles of organization or bylaws prohibit it, however, parish members may vote by proxy at parish meetings (however, vestry members may not vote by proxy at vestry meetings). Unincorporated parishes are governed by their bylaws as to whether members may participate in parish meetings remotely and/or vote by proxy. The diocese’s 2017 model bylaws refer to a quorum of and votes by members present at a meeting, but do not specifically require that members be present in person or prohibit them from voting by proxy.
The legislature provided members of incorporated parishes with the flexibility to vote in meetings remotely from March 2020 through Dec. 15, 2021. Language to extend the remote meeting flexibility for members was proposed but dropped in conference committee from a bill passed by the legislature in December. Since then, there’s been no legislative movement on the issue. There is no opposition to it, however, and the Mass. Nonprofit Network (MNN) is working on getting it included in the next piece of legislation likely to move forward. MNN is also reaching out to Governor Baker’s office to see if they’re able and willing to consider any type of short-term emergency waiver. It’s not clear whether any such legislative fix would be temporary or permanent.
Incorporated parishes with upcoming annual meetings currently have two options: (1) postponing their meetings until there is a legislative fix or (2) holding their meetings via Zoom and, if not prohibited by their articles or bylaws, having members vote by proxy.
As long as a parish’s articles or bylaws do not specifically require in-person presence or prohibit proxy voting at parish meetings, a parish could notice a meeting for a specific date, time and place (as required by Mass. nonprofit corporation law and the diocese’s 2017 model bylaws) and provide for proxy voting by using notice language along the following lines:
The Annual Meeting of [name of parish] will be held on [date and time]. The meeting will be run from [specify address in Massachusetts, which could be the parish itself or the place or the home or office of the person running the Zoom meeting], but we ask members to participate by Zoom. Here is the Zoom link to register for the meeting: [insert Zoom link].
[For e-mail version: Members who wish to vote must complete and return the attached proxy form as directed on the form no later than [insert date and time]. [For posted version: Members who wish to vote must complete and return a proxy form as directed on the form no later than [insert date and time]. If you have not received a proxy form by e-mail, please contact [insert e-mail address] to obtain one.]
The proxy form would designate whoever is running the meeting from the address specified in the notice as the proxy holder and require the proxy holder to cast votes for the member as directed by the member during the Zoom meeting. Members would vote “unofficially” at the Zoom meeting and the proxy holder would then vote “officially” for the members at the meeting, as indicated in their Zoom votes.
Please feel free to contact me with any questions by e-mail at bparnell@diomass.org or by phone at 617-482-4826, ext. 205.