10-708. Participation in shareholders' meetings; remote communication

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all shareholders to participate in an annual or special shareholders' meeting by or conduct the meeting through use of any means of remote communication. If the board of directors elects to permit participation by means of remote communication, the notice of the meeting shall specify how a shareholder may participate in the meeting by means of remote communication. Participation may be limited by the board of directors to specified locations or means of communication.

B. Unless the articles of incorporation or bylaws provide otherwise, if authorized by the board of directors and subject to such guidelines and procedures as the board of directors may adopt, shareholders not physically present at a meeting of shareholders, by means of remote communication, may both:

1. Participate in a meeting of shareholders.

2. Be deemed present in person and vote at a meeting of shareholders, whether the meeting is to be held at a designated place or solely by means of remote communication if the corporation does all of the following:

(a)Implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder.

(b)Implements reasonable measures to provide shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders substantially concurrently with the proceedings. Participation may be through verbal, written or other suitable means of communication as described by this section.

(c)Maintains a record of the vote or other action if any shareholder votes or takes other action at the meeting by means of remote communication.

C. All votes of shareholders must be in writing, unless otherwise provided for in the articles of incorporation or bylaws. If authorized by the articles of incorporation, bylaws or board of directors, the requirement of a writing may be satisfied by a vote submitted by electronic transmission if the electronic transmission is either set forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder.