Electronic Voting Statute
Corporations and Partnerships - Title 14, Section 14-3-704 - (a) Unless limited or prohibited by the articles or bylaws, or unless this chapter requires a greater number of affirmative votes, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least a majority of the voting power. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by those members representing at least a majority of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) No consent in writing or by electronic transmission signed under this Code section shall be valid unless:
(1) The consenting member has been furnished the same material that, under this chapter, would have been required to be sent to members in a notice of a meeting at which the proposed action would have been submitted to the members for action; or
(2) The written consent contains an express waiver of the right to receive the material otherwise required to be furnished.
(c) If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent.
(d) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document.
(e) Written notice of member approval pursuant to this Code section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this Code section shall be effective ten days after such written notice is given.
(f) An electronic transmission which is transmitted by a member that evidences a members consent or approval on a ballot, requests or demands an action to be taken by the corporation, or provides notice to the corporation under this chapter shall be deemed to be written, signed, and dated for the purposes of this chapter, provided that any such electronic transmission sets forth or is delivered with information from which the corporation can determine (1) that the electronic transmission was transmitted by the member and (2) the date on which such member transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent, request, demand, or notice was signed.
Virtual Meeting Statute
Section 14-2-701
(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
(b)(1) Except as provided for in paragraph (2) of this subsection, annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual shareholders' meetings shall be held at the corporation's principal office.
(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that an annual shareholders' meeting may be held wholly or partially by means of remote communication as authorized by Code Section 14-2-708.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Section 14-2-702
(c)(1) Except as provided for under paragraph (2) of this subsection, special Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special shareholders' meetings shall be held at the corporation's principal office.
(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special shareholders' meeting be held wholly or partially by means of remote communication as authorized by Code Section 14-2-708.
Section 14-2-708.
When authorized by the board of directors, and subject to such guidelines and procedures as the board of directors may adopt, shareholders and holders of proxies of any class or series designated by the board of directors not physically present at a meeting of
shareholders may, by means of remote communication:
(1) Participate in a meeting of shareholders; and
(2) Be deemed present in person and vote at a meeting of shareholders, whether such meeting is held at a designated place or held wholly by means of remote communication, provided that:
(A) The corporation implements reasonable procedures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or holder of a proxy;
(B) The corporation implements reasonable procedures to provide such shareholders and holders of proxies a reasonable opportunity to participate in the meeting and to vote on matters submitted to such shareholders and holders of proxies, including, but not limited to, an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
(C) When any shareholder or holder of a proxy votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.
Code Section 14-3-701
(c)(1) Except as provided for in paragraph (2) of this subsection, annual and regular meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office or other suitable place.
(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that an annual and regular meeting of the members may be held wholly or partially by means of remote communication which shall mean an opportunity for members to read or hear the proceedings of the meeting substantially concurrently with such proceedings as authorized and provided for in Code Section 14-3-709.
Section 14-3-702
(h) Unless the articles or bylaws provide otherwise, any special meeting may be held wholly or partially by means of remote communication as authorized and provided for in Code Section 14-3-709.
Section 14-3-709
When authorized by the board of directors, and subject to such guidelines and procedures as such board of directors may adopt, members not physically present at a meeting of the corporation may, by means of remote communication:
(1) Participate in a meeting of members; and
(2) Be deemed present in person and vote at a meeting of members, whether such meeting is held at a designated place or held wholly by means of remote communication, provided that:
(A) The corporation implements reasonable procedures to verify that each person deemed present at the meeting by means of remote communication is a member or holder of a proxy; and
(B) When any member or holder of a proxy votes at the meeting by means of remote communication, a record of such vote or such other action shall be maintained by the corporation.