Proposed Bylaws Amendment to Hold This Convention Virtually
Whereas, a state of emergency exists in the State of Delaware arising out of the Covid-19 pandemic; and,
Whereas, Title 8 of the Delaware Code authorizes the Board of Directors to adopt this emergency bylaw.
Resolved, that the LWVDE Convention to be held May 22, 2021, be, and hereby is to be, conducted by electronic transmission through the use of Zoom, and that all voting required at the Convention shall be by electronic transmission.
Further Resolved, that notice of the actions taken by this resolution be communicated to all LWVDE members by posting on the LWVDE website .”
Authority for this approach:
8 Del. C.
§110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].
(a) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the stockholders, which, notwithstanding any different provision elsewhere in this chapter or in Chapters 3 [repealed] and 5 [repealed] of Title 26, or in Chapter 7 of Title 5, or in the certificate of incorporation or bylaws, shall be operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its board of directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, including, but not limited to, an epidemic or pandemic, and a declaration of a national emergency by the United States government, or other similar emergency condition, irrespective of whether a quorum of the board of .directors or a standing committee thereof can readily be convened for action. The emergency bylaws contemplated by this section may be adopted by the board of directors. ….
§ 215 (e) If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or proxy holder.
