Nonprofit Emergency Governance Guidelines from Laura Solomon & Associates

The COVID-19 pandemic has caused widespread and serious disruption of nonprofit operations and is interrupting normal governance, which could impair your charity’s ability to fulfill its charitable purposes. During this time, your organization’s Bylaws may prescribe methods for continued governance in the event of emergencies. However, not all Bylaws include such procedures, and those Bylaws that do may not address the unique nature of our current national emergency.

If you are experiencing difficulty in convening your Board of Directors and obtaining a quorum, we encourage you to consider the following actions:

  1. Consult your Bylaws. Review your Bylaws to determine whether they include an emergency contingency provision that would include the COVID-19 pandemic and current government shutdowns.
  2. Consider the Nonprofit Corporation Law’s emergency provisions. Section 5509 of the Pennsylvania Nonprofit Corporation Law contains a limited provision authorizing a Board to enact emergency Bylaws, if a quorum is not possible because of the nature of the disaster. This standard may be met by COVID-19. Note though, that a quorum may still be achieved if your Board can convene a meeting using conference telephone or other technology by means of which all persons participating can hear each other. A quorum can be achieved remotely, unless your Bylaws provide that meetings must be in person.