§ 4-27-701 — Annual meeting

(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) (1) Annual shareholders' meetings may be held at a physical location or solely or partially by means of remote communication, in or out of this state, at a place stated in or fixed according to the bylaws of the corporation. (2) (A) An annual shareholders' meeting held solely by means of remote communication or through a combination of remote communication and an in-person meeting is allowed to the extent that: (i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote annual shareholders' meeting; and (ii) Shareholders and proxy holders have the capability to participate through a method of remote communication. (B) The guidelines and procedures governing a remote meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to: (i) Have a reasonable opportunity to participate in the meeting; (ii) Be deemed present at the meeting; and (iii) Be permitted to vote on matters submitted at the meeting. (c) The failure to hold an annual meeting at the time stated in or fixed according to a corporation's bylaws, or solely or partially by means of remote communication, does not affect the validity of any corporate action. (d) If the articles of incorporation or bylaws of an investment company so provide, the corporation is not required to hold an annual meeting in any year in which no action is to be taken which requires a vote of shareholders under the Investment Company Act of 1940, unless a meeting is called by more than fifty percent (50%) of the holders of all classes of shares of the corporation or by more than fifty percent (50%) of the board of directors.

Legislative History

Amended by Act 2021, No. 253,§ 2, eff. 3/4/2021. Acts 1987, No. 958, § 64-701; 1989, No. 583, § 3.