17-6501.   Meetings of stockholders; remotecommunication; annual meeting; failure to hold annual meeting or electdirectors; special meetings; election of directors by written ballot.(a) (1) Meetings of stockholders may be held at such place, either within orwithout this state, as may be designated by or in the manner provided in thearticles of incorporation, bylaws or, if not so designated, as determined bythe board of directors. If the board of directors is authorized to determinethe place of a meeting of stockholders, the board of directors, in its solediscretion, may determine that the meeting shall not be held at any place, butmay instead be held solely by means of remote communication as authorized byparagraph (a)(2).

      (2)   If authorized by the board of directors in its sole discretion, andsubject to such guidelines and procedures as the board of directors may adopt,stockholders and proxy holders not physically present at a meeting ofstockholders may, by means of remote communication:

      (A)   Participate in a meeting of stockholders; and

      (B)   be deemed present in person and vote at a meeting of stockholders whethersuch meeting is to be held at a designated place or solely by means of remotecommunication, provided that: (i) The corporation shall implement reasonablemeasures to verify that each person deemed present and permitted to vote at themeeting by means of remote communication is a stockholder or proxy holder; (ii)the corporation shall implement reasonable measures to provide suchstockholders and proxy holders a reasonable opportunity to participate in themeeting and to vote on matters submitted to the stockholders, including anopportunity to read or hear the proceedings of the meeting substantiallyconcurrently with such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remotecommunication, a record of such vote or other action shall be maintainedby the corporation.

      (b)   Unless directors are elected by written consent in lieu of an annualmeeting as permitted by this subsection, an annual meeting of stockholdersshall be held for the election of directors on a date and at a time designatedby or in the manner provided in the bylaws. Stockholders, unless the articlesof incorporation otherwise provide, may act by written consent to electdirectors; except that, if such consent is less than unanimous, such action bywritten consent may be in lieu of holding an annual meeting only if all of thedirectorships to which directors could be elected at an annual meeting held atthe effective time of such action are vacant and are filled by such action. Anyother proper business may be transacted at the annual meeting.

      (c) (1)   If the articles of incorporation or bylaws of a corporationregistered under the investment company act of 1940 so provide, thecorporation is only required to hold an annual meeting in any year in which theelection of directors is required to be acted upon under the investment companyact of 1940.

      (2)   If a corporation is required under paragraph (1) to hold a meeting ofstockholders to elect directors, the meeting shall be designated as the annualmeeting of stockholders for that year.

      (d) (1)   A failure to hold any annual meeting at the designated time or toelect a sufficient number of directors to conduct the business of thecorporation shall not affect otherwise valid corporate acts or work aforfeiture or dissolution of the corporation, except as may be otherwisespecifically provided in this act. If the annual meeting for election ofdirectors is not held on the date designated therefor or action by writtenconsent to elect directors, in lieu of an annual meeting, has not been taken,the directors shall cause the meeting to be held as soon thereafter as isconvenient. If there be a failure to hold the annual meeting or to take actionby written consent to elect directors in lieu of an annual meeting for a periodof 30 days after the date designated for the annual meeting, or if no date hasbeen designated for a period of 13 months after the latest to occur of theorganization of the corporation, its last annual meeting or the last action bywritten consent to elect directors in lieu of an annual meeting, the districtcourt may summarily order a meeting to be held upon the application of anystockholder or director. The shares of stock represented at such meeting,either in person or by proxy, and entitled to vote thereat, shall constitute aquorum for the purpose of such meeting, notwithstanding any provision of thearticles of incorporation or bylaws to the contrary. The district court mayissue such orders as may be appropriate, including, without limitation, ordersdesignating the time and place of such meeting, the record date fordetermination of stockholders entitled to vote and the form of noticeof such meeting.

      (2)   If a corporation is required under paragraph (1) of subsection (c) tohold a meeting of stockholders to elect directors, the meeting shall be held nolater than 120 days after the occurrence of the event requiring the meeting.

      (e)   Special meetings of the stockholders may be called by the board ofdirectors or by such person or persons as may be authorized by the articles ofincorporation or by the bylaws.

      (f)   All elections of directors shall be by written ballot, unless otherwiseprovided in the articles of incorporation. If authorized by the board ofdirectors, such requirement of a written ballot shall be satisfied by a ballotsubmitted by electronic transmission, provided that any such electronictransmission must either set forth or be submitted with information from whichit can be determined that the electronic transmission was authorized by thestockholder or proxy holder.

      History:   L. 1972, ch. 52, § 54;L. 1988, ch. 99, § 22;Revived and amend., L. 1988, ch. 100, § 22;L. 1993, ch. 163, § 2;L. 2004, ch. 143, § 26; Jan. 1, 2005.