Shareholders' meetings of business corporations

Under this bill, a corporation's board of directors may allow shareholders not physically present at a shareholders' meeting to participate in the meeting by means of remote communication and to be considered to be present in person and to vote at the meeting, if the corporation 1) has implemented reasonable measures to verify that each person considered to be present and permitted to vote at the meeting by means of remote communication is a shareholder; 2) has implemented reasonable measures to provide 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 3) maintains a record of voting or action by shareholders by means of remote communication. These provisions also apply to proxies of shareholders.

A corporation's bylaws may allow the board of directors to determine that shareholders' meetings are held solely by means of remote communication, and the provisions described above apply regardless of whether the meeting is held at a designated place or solely by means of remote communication. If the board of directors has allowed participation by means of remote communication, the corporation's notice to shareholders of the shareholders' meeting must describe the means of remote communication to be used.

The bill also allows a corporation to make its shareholders' list available on a reasonably accessible electronic network, instead of making it available at the corporation's principal office or at a place identified in the meeting notice. If the corporation elects to make its shareholders list available on a reasonably accessible electronic network, the information required to gain access to the list must be provided with the meeting notice. If a shareholders' meeting is held solely by means of remote communication, the shareholders' list must be available on a reasonably accessible electronic network during the meeting.