Bill Summary for S 410 (2021-2022)

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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

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.