AN ACT TO MODIFY AUTHORIZATION TO CONDUCT MEETINGS BY MEANS OF REMOTE COMMUNICATION FOR CERTAIN ENTITIES, TO AUTHORIZE NONPROFIT CORPORATIONS TO CONDUCT ALL BUSINESS ELECTRONICALLY UNLESS PROHIBITED IN THEIR ARTICLES OF INCORPORATION OR BYLAWS, TO MAKE TECHNICAL CHANGES IN THE SURROUNDING LANGUAGE, AND TO EXEMPT CERTAIN NOT-FOR-PROFIT CORPORATIONS FORMED PRIOR TO JULY 1, 1989, FROM BEING REQUIRED TO HAVE AT LEAST ONE CLASS OF SHARES WITH UNLIMITED VOTING RIGHTS.
House committee substitute to the 2nd edition makes the following changes.
Makes technical and clarifying changes to GS 55-7-02.
Deletes the standard effective date provision applicable to the Part.
Replaces the proposed changes to GS 55A-1-70 with the following. Authorizes corporate officers, directors and members to conduct business of the corporation electronically unless prohibited or limited by the articles of incorporation or bylaws, or by action of the corporation's board of directors. Provides for the Chapter's provisions to supersede any conflicting provisions of Article 40 of GS Chapter 66. Requires members who wish to communicate and conduct business electronically with a corporation to designate the email address to be used for communication and business, and provide any other information required to facilitate communication and business between the member and the corporation, pursuant to the corporation's guidance.
Modifies the proposed changes to GS 55A-7-08 regarding member action by written ballot or electronic voting. Authorizes rather than mandates the provision of written ballots and electronic ballots or notice and instructions for electronic ballots and voting. Removes the proposed requirements of electronic voting systems. Mandates that all members entitled to vote on a matter by given the opportunity to vote by written ballot or electronic voting or both. Makes technical, clarifying and conforming changes to proposed language.
Amends proposed GS 55A-7-09, which authorizes remote membership meetings of a corporation. Conditions the statute's provisions upon remote member meetings not being prohibited by the articles of incorporation of the bylaws. Requires members to be given the opportunity to participate to the same extent as they could participate in person (including voting) and requires that the corporation has implemented reasonable measures to verify that each person participating remotely is a member or a member's proxy (previously required all action and business requiring a vote of the membership to be taken and conducted pursuant to GS 55A-7-08 and did not require the corporation to verify the presence of a quorum at the meeting). Eliminates the previous notice requirements to now only require notice that the meeting will be held by remote communication and sufficient instruction and information on how member can join, in addition to the information required by GS 55A-7-05 (previously included information on voting agenda and members list access). Amends the authority of the board of directors to prescribe additional rules and procedures for remote meetings to require compliance with GS Chapter 55A, including rules concerning votes to be taken during the remote communication meeting or that membership votes on some or all matter must be cast as permitted in GS 55A-7-08 (previously required compliance with Article 40 of GS Chapter 65). Eliminates the provision specifying that all references to meetings in this Chapter include meetings held by means of remote communication in accordance with the provisions of the Chapter.
Eliminates the provisions of previous Part III, which amended GS 47C-3-108 and GS 47F-3-108 regarding condominium association unit owner and planned community association lot owner meetings and owner notifications. Makes conforming organizational changes.
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