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 1st edition makes the following changes.
Deletes the proposed changes to GS 55-7-09(a), which clarified that a corporation was required to hold a special shareholders' meeting if either of the specified conditions applied. Amends GS 55-7-05 by modifying the conditions under which a public corporation that has provided the specified notice of its annual or special shareholders' meeting does not have to provide further notification to also include instances when it is anticipated that an existing governmental order restricting travel or group gatherings will be extended; also amends those requirements to require that the corporation post the required press release about the remote meeting on its corporate website approximately contemporaneously with the press release. Makes additional clarifying changes. Makes clarifying changes to GS 55-7-09.
Adds a provision amending GS 55A-2-07, which allows the board of directors of a corporation to adopt, amend, or repeal bylaws to be effective only in an emergency. Amends when an emergency is considered to exist to be when a natural or man-made 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, an emergency exists if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event).
Adds a severability clause. Makes conforming organizational changes.
Amends the act's effective date provision to deem remote shareholder meetings noticed before the effective date of this act as a result of the State of Emergency declared by Executive Order No. 116 on March 10, 2020, and complying with any subsequent executive orders authorizing remote shareholder meetings issued by Governor Roy A. Cooper, as in compliance with this act.
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