The Arizona Dance Coalition has learned two very important Arizona rules/laws that 1) define who is ‘present’ in virtual meetings, and 2) allow the board to take ‘action’ following a vote by email. But first, a little background…
The Arizona Dance Coalition (ADC) is a statewide, membership-based nonprofit, and our directors have been holding virtual board meetings and conducting business via email since our inception in 2006. We tackled SKYPE and then moved to ZOOM during the pandemic. We even held officer and board elections via ZOOM this past December (2020).
ARIZONA LAW
It was time for ADC to update its bylaws (15 years have flown by), and in the process, we came across some important information we’d like to share pertaining to 1) virtual meetings and 2) voting by email.
Present | In Attendance
Attendance is defined as participating in meetings 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. [Arizona: 10-3820. Regular and Special Meetings]
Voting by Email
Arizona law allows the Board of Directors to take action without a meeting if the action is taken by all of the directors. The written consent could be set out in an email (which is the writing) and the approval of each director signified by a response to that email, recognized as written consent and electronic signature.
All directors must respond approving the action for it to be valid under the Arizona law (written unanimous consent). The action approved and all of the approving emails should be kept in the corporate records/minutes of a meeting.
In the case of abstention due to a conflict of interest, a response by email to the request for approval (of the abstention) must be made a part of the record/minutes. In this case, assuming ALL other directors approved the action, the action would be approved because the valid conflict of interest has been noted on the record and the remaining qualified directors have approved the action unanimously.
If one director votes against the action, or one director does not respond, the action is not approved under the Arizona law because it is not unanimous of all directors.
****************
Thank you to the Alliance of Arizona Nonprofit staff and experts (presenters) for your nonprofit board training programs. To learn more about the Alliance, go here.
****************
Questions may be directed to: Krystyna Parafinczuk, ADC Treasurer | gro.noitilaoCecnaDzAnull@anytsyrK | 520-743-1349
The Arizona Dance Coalition is a 501(c)(3) membership-based nonprofit organization. We work to connect and support the statewide dance communities through our website content, communications, and sponsorship of educational dance conferences and master classes. Through our monthly publication, scholarships, and sponsorship of educational dance events, we inform, educate, and promote dance arts and their benefits to the general public.
If you’d like to JOIN ADC, membership is for individuals, organizations and venues/presenters affiliated with dance.
SUBSCRIBE to receive our news and announcements.
ADC – creating connections since 2006.
Learn more about ADC here.
