House committee substitute makes the following changes to the 1st edition.
Makes the following revisions to the proposed changes to, and further amends, GS Chapter 55A, governing nonprofit corporations.
Amends GS 55A-1-40 to include authorization by written ballot and written consent through an electronic voting system in the definition of the term vote.
Revises GS 55A-1-70 to require members who wish to communicate and conduct business with a corporation by electronic means to first designate the email address to be used for communication and business between the member and the corporation and any other information required by the corporation to facilitate communication and business conducted between the member and the corporation (was, prior agreement from a member, delegate, officer, or director to conduct transactions by electronic means). Requires informing the members on how to designate an email address, of any additional information required and how to provide it, and how to update an email address or other required information previously provided. No longer specifically requires informing the person of how to revoke the agreement. Makes conforming changes.
Amends GS 55A-3-03, which governs emergency powers of a board directors, to define emergency to mean a natural or man-made disaster which impedes the ability of the corporation's board or members to comply with one or more provisions of the corporation's bylaws (was, if the quorum of the corporation's directors cannot readily be assembled because of some catastrophic event).
Amends GS 55A-7-08, regarding member action without a meeting, to provide for action by both written ballot or electronic voting. Makes organizational changes to the existing provisions regarding written ballots and electronic submission. Provides for electronic voting for members who have complied with GS 55A-1-70, as amended, with the corporation providing an electronic ballot or electronic notice with proposed actions and the opportunity and instructions on voting using the electronic ballot or an electronic voting system. Requires that all members entitled to vote on the matter are given the opportunity to vote on the proposed action by written ballot or electronic voting, or both. Grants the board of directors discretion in determining the method of voting, with votes to be cast solely by electronic voting only if all members entitled to vote on the proposed action have complied with GS 55A-1-70, as amended. Requires that the deadline for the return of written ballots and electronic ballots and for the casting of electronic votes on any proposed action to be identical. Makes conforming changes.
Revises proposed GS 55A-7-09, governing remote participation in meetings, to require corporations to provide the members a reasonable opportunity to participate in the meeting and to vote on matter submitted to members to the same extent they could participate if present in person (previously, not specified) as a condition for member remote participation. Adds that notices of meetings held solely by means of remote communication must notice that the meeting will be held solely by means of remote communication and sufficient instruction and information on how members can join the meeting remotely.
Amends GS 55A-7-24, regarding proxies, to provide for valid appointments in the form of an electronic record submitted by a member who has agreed as provided in GS 55A-1-70, as amended, that either bears the member's electronic signature or is sent from the member's designated email address which can be directly reproduced in paper form by an automated process.
Amends GS 55A-8-20 to allow for remote participation or remote meetings of directors if all directors participating can simultaneously hear and be heard by each other during the meeting (previously, only hear each other).
Makes technical changes.
Eliminates the content of previous Part II of the act, which amended GS 47C-3-108, regarding condominium association meeting notices, and GS 47F-3-108, regarding planned community association notices.
Makes technical changes. Changes the act's long title.
Bill Summaries: S410 (2021)
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Bill S 410 (2021-2022)Summary date: Apr 20 2021 - View summary
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Bill S 410 (2021-2022)Summary date: Mar 30 2021 - View summary
Part I.
Makes the following changes to GS Chapter 55A, governing nonprofit corporations.
Revises GS 55A-1-70 to authorize a corporation to conduct transactions electronically, subject to limitations set by its articles of incorporation, bylaws, or action of its board of directors. Requires prior agreement from a member, delegate, officer, or director to conduct transactions by electronic means. Requires informing the person of how to revoke the agreement. Makes conforming changes.
Modifies the provisions regarding emergency bylaws under GS 55A-2-07, deeming an emergency to exist if a natural or manmade disaster impedes the ability of the corporation's board of directors or members to comply with one or more provisions of the corporation's bylaws (was only if a quorum of the directors cannot readily be assembled because of some catastrophic event).
Enacts GS 55A-7-09 to authorize members of any class to participate in any meeting of members remotely to the extent the board of directors authorizes participation for that class, subject to guidelines and procedures adopted by the board of directors. Deems members participating remotely present and authorized to vote if the corporation has implemented reasonable measures to verify the member and provided members a reasonable opportunity to participate in the meetings and vote on matters submitted to the members. Authorizes the board of directors to determine that any meeting of members is to be held solely by remote means, subject to the corporation implementing the reasonable measures previously mentioned and only if meetings held solely by remote communication are not prohibited by the articles of incorporation and the bylaws. Makes conforming changes to GS 55A-7-01 and GS 55A-7-02 regarding annual and regular meetings and special meetings.
Amends GS 55A-7-04 to allow a member's consent to action taken without a meeting to be in electronic form and delivered by electronic means, except as limited by the articles of incorporation or the bylaws (was to the extent the corporation has agreed to electronic transactions).
Adds to the notice requirements for member meetings pursuant to GS 55A-7-05. Requires the notice to class members authorized by the board of directors to participate remotely to describe the means of communication, and notice to all members entitled to vote at a meeting held solely by remote communication to describe the means of communication. Requires notice for meetings to be continued solely or partly by remote communication to describe the means of remote communication. Makes conforming and clarifying changes.
Amends GS 55A-7-20 to alternatively allow the corporation to make the list of members accessible on a reasonably accessible electronic network, rather than the corporation's principal office or another reasonably identified place in the meeting notice in the city where the meeting is to be held. Requires corporations choosing electronic member lists to provide the information required to gain access to the list with the meeting notice, and allows corporations to take reasonable steps to ensure the information is restricted to shareholder access only. Provides for meetings held solely by remote communication, the members list must be open to inspection during the meeting on a reasonably accessible electronic network, with access information provided with the meeting notice. Makes language gender neutral.
Makes clarifying and technical changes.
Part II.
Amends GS 47C-3-108 to require a unit owner to agree to email notification in order for a condominium association meeting notice to be delivered to them via email. Makes technical changes by removing outdated language. Adds that meetings of the association and executive board that are held remotely do not have to be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised.
Amends GS 47F-3-108 to require a lot owner to agree to email notification in order for a planned community association meeting notice to be delivered to them via email. Makes technical changes by removing outdated language. Adds that meetings of the association and executive board that are held remotely do not have to be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised.