Bill Summary for S 138 (2021-2022)

Summary date: 

Feb 23 2021

Bill Information:

View NCGA Bill Details2021
Senate Bill 138 (Public) Filed Tuesday, February 23, 2021
Intro. by Newton, Galey.

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Bill summary

Enacts GS 55-7-09(c) to authorize a corporation's board of directors, in its sole discretion, to determine that any shareholder meeting will be held solely by means of remote communication, unless prohibited by the articles of incorporation or bylaws, so long as existing measures for remote participation are implemented. Makes technical changes. 

Amends GS 55-7-05 to allow for an annual or special shareholders' meeting that is adjourned to a different date to be continued solely by remote communication if it is announced at the meeting before adjournment and the new date and time are noticed the same, unless the bylaws require otherwise. Adds a new provision to deem further notice in accordance with the time restraints of subsection (a) is not required when a governmental order restricts travel or group gatherings applicable to the place of the meeting or principal office in effect and in good faith are anticipated to be in effect at the date and time set forth in the initial notification. Requires the board of directors to determine to hold the meeting solely by remote communication at the same date and time set or a different date and time, and the corporation to promptly issue a national press release announcing the same and file the press release with the SEC contemporaneously.

Amends GS 55-7-20 to allow the shareholders' list to be available on a reasonably accessible electronic network, with access information provided with the meeting notice, in lieu of making the list available for inspection at the principal office or place identified in the meeting notice. Requires access to the electronic list to continue through the meeting if the meeting is to be held solely by means of remote communication. Makes clarifying and technical changes. Makes language gender neutral.

Amends GS 55-10-22 to provide for amendment or repeal of a bylaw that prohibits a meeting of shareholders solely by means of remote communication in the same way as bylaws are amended or repealed that fix a greater quorum or voting requirement for the board of directors. Makes technical changes. 

Makes further conforming changes to GS 55-7-01 (annual meetings) and GS 55-7-02 (special meetings).

Directs the Revisor of Statutes to print relevant Official Comments to the Revised Model Business Corporation Act and explanatory comments of the drafters.

Applies to shareholder meetings noticed on or after the date the act becomes law. 

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