17-6501. Meetings of stockholders; remote communication; annual meeting; failure to hold annual meeting or elect directors; special meetings; election of directors by written ballot.
17-6501
17-6501. Meetings of stockholders; remote
communication; annual meeting; failure to hold annual meeting or elect
directors; special meetings; election of directors by written ballot.
(a) (1) Meetings of stockholders may be held at such place, either within or
without this state, as may be designated by or in the manner provided in the
articles of incorporation, bylaws or, if not so designated, as determined by
the board of directors. If the board of directors is authorized to determine
the place of a meeting of stockholders, the board of directors, in its sole
discretion, may determine that the meeting shall not be held at any place, but
may instead be held solely by means of remote communication as authorized by
paragraph (a)(2).
(2) If authorized by the board of directors in its sole discretion, and
subject to such guidelines and procedures as the board of directors may adopt,
stockholders and proxy holders not physically present at a meeting of
stockholders 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 whether
such meeting is to be held at a designated place or solely by means of remote
communication, provided that: (i) The corporation shall implement reasonable
measures to verify that each person deemed present and permitted to vote at the
meeting by means of remote communication is a stockholder or proxy holder; (ii)
the corporation shall implement reasonable measures to provide such
stockholders and proxy holders a reasonable opportunity to participate in the
meeting and to vote on matters submitted to the stockholders, including an
opportunity to read or hear the proceedings of the meeting substantially
concurrently with such proceedings; and (iii) if any stockholder or proxy
holder votes or takes other action at the meeting by means of remote
communication, a record of such vote or other action shall be maintained
by the corporation.
(b) Unless directors are elected by written consent in lieu of an annual
meeting as permitted by this subsection, an annual meeting of stockholders
shall be held for the election of directors on a date and at a time designated
by or in the manner provided in the bylaws. Stockholders, unless the articles
of incorporation otherwise provide, may act by written consent to elect
directors; except that, if such consent is less than unanimous, such action by
written consent may be in lieu of holding an annual meeting only if all of the
directorships to which directors could be elected at an annual meeting held at
the effective time of such action are vacant and are filled by such action. Any
other proper business may be transacted at the annual meeting.
(c) (1) If the articles of incorporation or bylaws of a corporation
registered under the investment company act of 1940 so provide, the
corporation is only required to hold an annual meeting in any year in which the
election of directors is required to be acted upon under the investment company
act of 1940.
(2) If a corporation is required under paragraph (1) to hold a meeting of
stockholders to elect directors, the meeting shall be designated as the annual
meeting of stockholders for that year.
(d) (1) A failure to hold any annual meeting at the designated time or to
elect a sufficient number of directors to conduct the business of the
corporation shall not affect otherwise valid corporate acts or work a
forfeiture or dissolution of the corporation, except as may be otherwise
specifically provided in this act. If the annual meeting for election of
directors is not held on the date designated therefor or action by written
consent 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 is
convenient. If there be a failure to hold the annual meeting or to take action
by written consent to elect directors in lieu of an annual meeting for a period
of 30 days after the date designated for the annual meeting, or if no date has
been designated for a period of 13 months after the latest to occur of the
organization of the corporation, its last annual meeting or the last action by
written consent to elect directors in lieu of an annual meeting, the district
court may summarily order a meeting to be held upon the application of any
stockholder or director. The shares of stock represented at such meeting,
either in person or by proxy, and entitled to vote thereat, shall constitute a
quorum for the purpose of such meeting, notwithstanding any provision of the
articles of incorporation or bylaws to the contrary. The district court may
issue such orders as may be appropriate, including, without limitation, orders
designating the time and place of such meeting, the record date for
determination of stockholders entitled to vote and the form of notice
of such meeting.
(2) If a corporation is required under paragraph (1) of subsection (c) to
hold a meeting of stockholders to elect directors, the meeting shall be held no
later than 120 days after the occurrence of the event requiring the meeting.
(e) Special meetings of the stockholders may be called by the board of
directors or by such person or persons as may be authorized by the articles of
incorporation or by the bylaws.
(f) All elections of directors shall be by written ballot, unless otherwise
provided in the articles of incorporation. If authorized by the board of
directors, such 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
stockholder 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.