PARTVIII.  SHAREHOLDERS

 

A.  Meetings

 

§414-121  Annual meeting.  (a)  Acorporation shall hold a meeting of shareholders annually at a time stated inor fixed in accordance with the bylaws.

(b)  Annual shareholders' meetings may be heldin or out of this State at the place stated in or fixed in accordance with thebylaws.  If no place is stated in or fixed in accordance with the bylaws,annual meetings shall be held at the corporation's principal office. Notwithstanding the foregoing, the bylaws may authorize the board of directors,in its sole discretion, to determine that the annual meeting shall not be heldat any place, but may instead be held solely by means of remote communicationas authorized under subsection (c).

(c)  If authorized by the board of directors inits sole discretion, and subject to guidelines and procedures adopted by theboard, shareholders and proxies of shareholders not physically present at ameeting of shareholders, by means of remote communication, may:

(1)  Participate in a meeting of shareholders;and

(2)  Be deemed present in person and vote at a meetingof shareholders whether the meeting is held at a designated place or solely bymeans of remote communication; provided that the corporation shall:

(A)  Implement reasonable measures to verifythat each person deemed present and permitted to vote at the meeting by meansof remote communication is a shareholder or proxy of a shareholder;

(B)  Implement reasonable measures to provideshareholders and proxies of shareholders a reasonable opportunity toparticipate in the meeting and to vote on matters submitted to theshareholders, including an opportunity to read or hear the proceedings of themeeting concurrently with the proceedings; and

(C)  Maintain a record of voting or action byany shareholder or proxy of a shareholder that votes or takes other action atthe meeting by means of remote communication.

(d)  The failure to hold an annual meeting atthe time stated in or fixed in accordance with a corporation's bylaws shall notaffect the validity of any corporate action. [L 2000, c 244, pt of §1; am L2002, c 130, §14]