PART
VIII.  SHAREHOLDERS



 



A.  Meetings



 



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



(b)  Annual shareholders' meetings may be held
in or out of this State at the place stated in or fixed in accordance with the
bylaws.  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 held
at any place, but may instead be held solely by means of remote communication
as authorized under subsection (c).



(c)  If authorized by the board of directors in
its sole discretion, and subject to guidelines and procedures adopted by the
board, shareholders and proxies of shareholders not physically present at a
meeting 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 meeting
of shareholders whether the meeting is held at a designated place or solely by
means of remote communication; provided that the corporation shall:



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



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



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



(d)  The failure to hold an annual meeting at
the time stated in or fixed in accordance with a corporation's bylaws shall not
affect the validity of any corporate action. [L 2000, c 244, pt of §1; am L
2002, c 130, §14]