As we approach congregational annual meetings, here is the ELCA’s FAQ on holding remote meetings: https://download.elca.org/ELCA%20Resource%20Repository/Remote_Meeting_FAQ_for_Congregations.pdf
The above link directs us to take into account the law of the states in which your congregation is situated for guidance on remote meetings. Thanks to Synod Attorney Kathy Patrick for this quick summary of that law for our two Gulf Coast Synod states:
Section 22.002 of the Texas Business Organizations Code, pertaining to non-profit corporations, provides that, “A meeting of the members of a corporation, the board of directors of a corporation, or any committee designated by the board of directors of a corporation may be held by means of a conference telephone or similar communications equipment, another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination of those means, in accordance with Section 6.002.”
Section 6.002 provides that,
“(a) Subject to this code and Subject to this code and the governing documents of a domestic entity, the owners, members, or governing persons of the entity, or a committee of the owners, members, or governing persons, may hold meetings by using a conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.
(b) If voting is to take place at the meeting, the entity must:
(1) implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified; and
(2) keep a record of any vote or other action taken.”
Accordingly, unless a congregation’s bylaws prohibit remote meetings, Texas law authorizes congregations to hold remote congregational meetings. Congregation councils in Texas, therefore, may simply give their ordinary notice of their congregational meeting (on each of two Sundays before the meeting is scheduled, etc.), with the notice including information that the meeting will be held remotely (and providing the information necessary to participate). If a congregation’s bylaws expressly prohibit remote meetings (and they shouldn’t) it may be necessary to amend the congregation’s bylaws to permit a remote meeting. A Texas congregation’s bylaws do not prohibit remote meetings by failing to mention them. Texas law presumes permission for remote meetings unless they are expressly prohibited.
In response to the COVID-19 Pandemic, Governor Edwards issued Proclamation No. 37 JBE 2020 (link is below). Section 5 of the Proclamation states that the provisions of Louisiana law pertinent to meetings of corporations are “hereby suspended to the extent it requires meetings of shareholders to be noticed and held at a physical location in connection with any shareholder meeting that … is scheduled to occur during the Public Health emergency.” Louisiana congregations will still need to follow the applicable provisions of law regarding remote meetings, which are contained in La. Rev. Stat. Section 1-709. They state that:
§1-709. Remote participation in annual and special meetings
A. Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with Subsection B of this Section.
B. Shareholders participating in a shareholders’ meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to do all of the following:
(1) Verify that each person participating remotely is a shareholder.
(2) Provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.
Accordingly, unless a congregation’s bylaws already permit a remote meeting, the congregation council should adopt a resolution permitting the convening of the annual meeting by remote means. Though this may not be necessary, given the emergency proclamation, it is important to ensure that compliance with Section 1-709 is documented. A council resolution authorizing a remote meeting will accomplish that. Notice of the meeting should otherwise proceed as required by the congregation’s constitution, with the notice advising that the meeting will be held remotely and providing information about how to participate.