OPEN MEETINGS/VARIOUS BOARD ADJ./PUBLIC RECORDS. (NEW)

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View NCGA Bill Details2021
Senate Bill 410 (Public) Filed Tuesday, March 30, 2021
AN ACT TO CLARIFY THAT THE OPEN MEETINGS LAW AND THE PUBLIC RECORDS LAW APPLY TO THE OPERATIONS OF THE COUNCIL OF STATE, TO PROVIDE THAT NON-DISCLOSURE AGREEMENTS ARE SUBJECT TO DISCLOSURE UNDER THE PUBLIC RECORDS LAWS, TO AMEND THE COMPOSITION OF VARIOUS BOARDS TO REFLECT THE INCREASE IN APPORTIONMENT OF THE STATE'S CONGRESSIONAL DELEGATION, AND TO REQUIRE A REMINDER OF CLOSED SESSIONS TO MEMBERS OF A PUBLIC BODY.
Intro. by Galey, Perry, Lazzara.
Status: Re-ref Com On Rules, Calendar, and Operations of the House (House action) (Jun 29 2022)

SOG comments (3):

Long title change

Submitted by ddecamillis@sog... on

House committee substitute to the 1st edition changed the long title. Original title was AN ACT TO AUTHORIZE NONPROFIT CORPORATIONS TO CONDUCT BUSINESS ELECTRONICALLY AND HOLD REMOTE MEETINGS, EXCEPT AS LIMITED BY THE NONPROFIT, TO MAKE CHANGES RELATED TO REMOTE MEETINGS FOR CONDOMINIUM ASSOCIATIONS AND HOMEOWNER ASSOCIATIONS, AND TO MAKE TECHNICAL CHANGES IN THE SURROUNDING LANGUAGE.

Long title change

Submitted by jhenders@sog.unc.edu on

House committee substitute to the 2nd edition changed the long title. Previous long title was AN ACT TO AUTHORIZE NONPROFIT CORPORATIONS TO CONDUCT BUSINESS ELECTRONICALLY AND HOLD REMOTE MEETINGS, EXCEPT AS LIMITED BY THE NONPROFIT, AND TO MAKE TECHNICAL CHANGES IN THE SURROUNDING LANGUAGE.

 

Long title change

Submitted by jhenders@sog.unc.edu on

House committee substitute to the 3rd edition changed the long title. Previous long tile was AN ACT TO CLARIFY THAT THE OPEN MEETINGS LAW AND THE PUBLIC RECORDS LAW APPLY TO THE OPERATIONS OF THE COUNCIL OF STATE AND TO AMEND THE COMPOSITION OF VARIOUS BOARDS TO REFLECT THE INCREASE IN APPORTIONMENT OF THE STATE'S CONGRESSIONAL DELEGATION.

 

Bill History:

S 410

Bill Summaries:

  • Bill S 410 (2021-2022)
    Summary date: Jun 29 2022 - View Summary

    House committee substitute to the 3rd edition makes the following changes.

    Part I.

    Further amends GS 132-1 by adding a new subsection prohibiting the State's agencies or subdivisions from entering into a non-disclosure agreement in order to restrict access to public records subject to disclosure under GS Chapter 132. Makes public record a contract under which a State agency or subdivision agrees not to disclose information that is deemed confidential, unless the existence of the contract is deemed confidential. Requires a non-disclosure agreement to be included in the minutes of each closed session meeting if the agreement is associated with one or more closed session meetings.

    Part II.

    Amends GS 7A-761, now providing for the Governor to appoint 18 members to the Human Relations Commission of the Civil Rights Division of the Office of Administrative Hearings, with one member appointed from each of the congressional districts with the remaining members appointed at large (previously specified that the Governor appointed one member from each of the 14 congressional districts and four members at large). Makes additional clarifying and organizational changes to the statute.

    Amends GS 116-233, by amending the number of members on the Board of Trustees of the School of Science and Math, by removing the specified total number of members and to include a number of members equal to the membership of the House of Representatives of the US Congress apportioned to the state by federal law (was, fourteen members), who are to be appointed by the UNC Board of Governors, one from each congressional district. Further amends the statute by adding that the Board of Governors, in appointing a position created by Congressional reappointment, under the previous provision, may provide that appointment an initial term of two years if it is determined that the shorter term is necessary to maintain staggered terms. Makes these provisions effective July 1, 2023. Requires the member appointed to the position created by this section to be appointed to a term ending June 30, 2027. Prohibits an appointee from being added in accordance with GS 143B-13(f2) before July 1, 2023, due to reapportionment following the 2020 federal decennial Census. GS 143B-13(f2) provides that whenever a statute requires that the Governor or any board, commission, council, person, or agency appoint one or more persons from each congressional district to a board, commission, or council, and the statute fails to provide for a procedure to fill the extra position due to the addition of an additional congressional district, then the appointing authority must appoint a person for a term commencing on January 3rd of the year in which the addition of the additional congressional district becomes effective.

    Amends GS 140-5.13, by amending the number of members of the Board of Trustees of the NC Museum of Art, to no longer specify a total number of members and to include the Governor's appointment of a number of members equal to the membership of the House of Representatives of the US Congress apportioned to the State by federal law (was, the Governor must appoint 14 members, one from each congressional district). 

    Changes the statutory cross-reference in GS 143B-148 to now require that the specified members of the Commission for Mental Health, Developmental Disabilities, and Substance Abuse Services be appointed by the Governor, one from each congressional district in the State in accordance with GS 143B-13 (Appointment, qualifications, terms, and removal of members of commissions) instead of GS 147-12(3b) (which provides that whenever a statute calls for the Governor to appoint one person from each congressional district to a board or commission, and at the time of enactment of that statute, the gubernatorial appointments do not cover all of the congressional districts, then the Governor, in filling vacancies on that board or commission as they occur, must make appointments to satisfy that requirement, but is not required to remove any person from office to satisfy the requirement).

    Part III.

    Adds the following new content. 

    Amends GS 143-318.11 which allows a public body to hold a closed session only upon a motion duly made and adopted at an open meeting. Adds that upon adopting a motion to enter into closed session and while in the open session of the open meeting, the presiding chair must inform the public body that all discussion during the closed session must be limited to the permissible purpose or purposes cited in the motion. Adds the requirement that the presiding chair must, upon returning to open session, certify during open session that all discussion during the closed session was limited to the permissible purposes cited in the motion; requires the certification to be in writing and signed by the presiding chair for inclusion in the open session minutes. Prohibits revealing details of the closed session in the certification. Amends GS 143-318.10 to make the certification public record. Applies to open meetings held on or after October 1, 2022.

    Changes the act's titles.

    Government, Public Records and Open Meetings, State Government, Executive
    GS 7A, GS 116, GS 132, GS 140, GS 143, GS 143B, GS 147
  • Bill S 410 (2021-2022)
    Summary date: Jun 28 2022 - View Summary

    House committee substitute replaces the content of the 2nd edition with the following.

    Part I.

    Amends GS 143-318.10 to specify that the term "public body," as used in Article 33, which regulates meetings of public bodies, includes any entity described whether established by State constitution or otherwise.

    Amends GS 132-1(a), defining public record, to specify that the term "agency of North Carolina government or its subdivisions" includes every public body subject to Article 33C, GS Chapter 143. 

    Effective January 1, 2023, amends GS 147-13, adding a new requirement for the Governor to convene the Council of State whenever statutes call for the concurrence, advice, discretion, opinion, or consent of the Council of State. Now requires Council proceedings, rather than advice and proceedings, to be entered in a journal and signed by present members. Adds a new subsection, deeming the convening of the Council subject to Article 33C, GS Chapter 143, and specifying that the minutes required under that Article include the journal kept pursuant to this statute. Makes technical changes. Makes language gender neutral. 

    Directs the Council to adopt rules establishing a comprehensive system of parliamentary procedure on or before October 1, 2022, including the method of introducing and considering resolutions presented by members and the posting of the journal and minutes online. Deems Mason's Manual of Legislative Procedure to apply in the absence of such adoption, effective for meetings held after October 1, 2022. Requires the Governor to provide posting of all minutes and the journal online within 10 business days of each Council meeting. 

    Requires the Council to review its department rules recorded in Chapter 1 of Title 06 of the NCAC by October 1, 2022, and initiate any amendments required for compliance with the NCGA and the act by that date. 

    Specifies that this Part clarifies and restates the intent of existing law that meetings, deliberations, and actions of the Council of State be conducted openly. 

    Part II.

    Amends GS 7A-761, changing membership of the 22-member Human Relations Commission of the Civil Rights Division of the Office of Administrative Hearings, now providing for the Governor to appoint one member from each of the 14 congressional districts (was, 13 districts), and four members at large (was, five members at large). Makes technical and clarifying changes. 

    Amends GS 116-233, adding an additional member to the Board of Trustees of the School of Science and Math, accounting for an additional appointee of the Board of Governors from each congressional district, to now provide for 31 total members (was, 30).

    Amends GS 140-5.13, adding an additional member to the Board of Trustees of the NC Museum of Art, accounting for an additional member appointed by the Governor from each congressional district, to now provide for 26 total members (was, 25). Makes technical changes. 

    Corrects a statutory cross-reference in GS 143B-148.

    Changes the act's titles.

    Government, Public Records and Open Meetings, State Government, Executive
    GS 7A, GS 116, GS 132, GS 140, GS 143, GS 143B, GS 147
  • Bill S 410 (2021-2022)
    Summary date: Apr 20 2021 - View Summary

    House committee substitute makes the following changes to the 1st edition.

    Makes the following revisions to the proposed changes to, and further amends, GS Chapter 55A, governing nonprofit corporations. 

    Amends GS 55A-1-40 to include authorization by written ballot and written consent through an electronic voting system in the definition of the term vote. 

    Revises GS 55A-1-70 to require members who wish to communicate and conduct business with a corporation by electronic means to first designate the email address to be used for communication and business between the member and the corporation and any other information required by the corporation to facilitate communication and business conducted between the member and the corporation (was, prior agreement from a member, delegate, officer, or director to conduct transactions by electronic means). Requires informing the members on how to designate an email address, of any additional information required and how to provide it, and how to update an email address or other required information previously provided. No longer specifically requires informing the person of how to revoke the agreement. Makes conforming changes.

    Amends GS 55A-3-03, which governs emergency powers of a board directors, to define emergency to mean a natural or man-made disaster which impedes the ability of the corporation's board or members to comply with one or more provisions of the corporation's bylaws (was, if the quorum of the corporation's directors cannot readily be assembled because of some catastrophic event). 

    Amends GS 55A-7-08, regarding member action without a meeting, to provide for action by both written ballot or electronic voting. Makes organizational changes to the existing provisions regarding written ballots and electronic submission. Provides for electronic voting for members who have complied with GS 55A-1-70, as amended, with the corporation providing an electronic ballot or electronic notice with proposed actions and the opportunity and instructions on voting using the electronic ballot or an electronic voting system. Requires that all members entitled to vote on the matter are given the opportunity to vote on the proposed action by written ballot or electronic voting, or both. Grants the board of directors discretion in determining the method of voting, with votes to be cast solely by electronic voting only if all members entitled to vote on the proposed action have complied with GS 55A-1-70, as amended. Requires that the deadline for the return of written ballots and electronic ballots and for the casting of electronic votes on any proposed action to be identical. Makes conforming changes.

    Revises proposed GS 55A-7-09, governing remote participation in meetings, to require corporations to provide the members a reasonable opportunity to participate in the meeting and to vote on matter submitted to members to the same extent they could participate if present in person (previously, not specified) as a condition for member remote participation. Adds that notices of meetings held solely by means of remote communication must notice that the meeting will be held solely by means of remote communication and sufficient instruction and information on how members can join the meeting remotely. 

    Amends GS 55A-7-24, regarding proxies, to provide for valid appointments in the form of an electronic record submitted by a member who has agreed as provided in GS 55A-1-70, as amended, that either bears the member's electronic signature or is sent from the member's designated email address which can be directly reproduced in paper form by an automated process. 

    Amends GS 55A-8-20 to allow for remote participation or remote meetings of directors if all directors participating can simultaneously hear and be heard by each other during the meeting (previously, only hear each other).

    Makes technical changes. 

    Eliminates the content of previous Part II of the act, which amended GS 47C-3-108, regarding condominium association meeting notices, and GS 47F-3-108, regarding planned community association notices. 

    Makes technical changes. Changes the act's long title. 

    Nonprofits
    GS 55A
  • Bill S 410 (2021-2022)
    Summary date: Mar 30 2021 - View Summary

    Part I.

    Makes the following changes to GS Chapter 55A, governing nonprofit corporations. 

    Revises GS 55A-1-70 to authorize a corporation to conduct transactions electronically, subject to limitations set by its articles of incorporation, bylaws, or action of its board of directors. Requires prior agreement from a member, delegate, officer, or director to conduct transactions by electronic means. Requires informing the person of how to revoke the agreement. Makes conforming changes.

    Modifies the provisions regarding emergency bylaws under GS 55A-2-07, deeming an emergency to exist if a natural or manmade disaster impedes the ability of the corporation's board of directors or members to comply with one or more provisions of the corporation's bylaws (was only if a quorum of the directors cannot readily be assembled because of some catastrophic event).

    Enacts GS 55A-7-09 to authorize members of any class to participate in any meeting of members remotely to the extent the board of directors authorizes participation for that class, subject to guidelines and procedures adopted by the board of directors. Deems members participating remotely present and authorized to vote if the corporation has implemented reasonable measures to verify the member and provided members a reasonable opportunity to participate in the meetings and vote on matters submitted to the members. Authorizes the board of directors to determine that any meeting of members is to be held solely by remote means, subject to the corporation implementing the reasonable measures previously mentioned and only if meetings held solely by remote communication are not prohibited by the articles of incorporation and the bylaws. Makes conforming changes to GS 55A-7-01 and GS 55A-7-02 regarding annual and regular meetings and special meetings. 

    Amends GS 55A-7-04 to allow a member's consent to action taken without a meeting to be in electronic form and delivered by electronic means, except as limited by the articles of incorporation or the bylaws (was to the extent the corporation has agreed to electronic transactions).

    Adds to the notice requirements for member meetings pursuant to GS 55A-7-05. Requires the notice to class members authorized by the board of directors to participate remotely to describe the means of communication, and notice to all members entitled to vote at a meeting held solely by remote communication to describe the means of communication. Requires notice for meetings to be continued solely or partly by remote communication to describe the means of remote communication. Makes conforming and clarifying changes. 

    Amends GS 55A-7-20 to alternatively allow the corporation to make the list of members accessible on a reasonably accessible electronic network, rather than the corporation's principal office or another reasonably identified place in the meeting notice in the city where the meeting is to be held. Requires corporations choosing electronic member lists to provide the information required to gain access to the list with the meeting notice, and allows corporations to take reasonable steps to ensure the information is restricted to shareholder access only. Provides for meetings held solely by remote communication, the members list must be open to inspection during the meeting on a reasonably accessible electronic network, with access information provided with the meeting notice. Makes language gender neutral.

    Makes clarifying and technical changes.

    Part II.

    Amends GS 47C-3-108 to require a unit owner to agree to email notification in order for a condominium association meeting notice to be delivered to them via email. Makes technical changes by removing outdated language. Adds that meetings of the association and executive board that are held remotely do not have to be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised.

    Amends GS 47F-3-108 to require a lot owner to agree to email notification in order for a planned community association meeting notice to be delivered to them via email. Makes technical changes by removing outdated language. Adds that meetings of the association and executive board that are held remotely do not have to be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised.

    Development, Land Use and Housing, Property and Housing, Nonprofits
    GS 47C, GS 47F, GS 55A
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