Bill Summary for S 410 (2021-2022)

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Bill Information:

View NCGA Bill Details2021
Senate Bill 410 (Public) Filed Tuesday, March 30, 2021
AN ACT TO CLARIFY THAT THE OPEN MEETINGS LAW AND THE PUBLIC RECORDS LAW APPLY TO THE OPERATIONS OF THE COUNCIL OF STATE, TO PROVIDE THAT NON-DISCLOSURE AGREEMENTS ARE SUBJECT TO DISCLOSURE UNDER THE PUBLIC RECORDS LAWS, TO AMEND THE COMPOSITION OF VARIOUS BOARDS TO REFLECT THE INCREASE IN APPORTIONMENT OF THE STATE'S CONGRESSIONAL DELEGATION, AND TO REQUIRE A REMINDER OF CLOSED SESSIONS TO MEMBERS OF A PUBLIC BODY.
Intro. by Galey, Perry, Lazzara.

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Bill 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.