§ 10-33-75 — Remote communications for member meetings

1. This section shall be construed and applied to:
a. Facilitate remote communication consistent with the applicable law; and
b. Be consistent with reasonable practices concerning remote communication and
with continued expansion of these practices.
2. Unless otherwise provided by the articles or bylaws:
a. A meeting of the members may be held solely by one or more means of remote
communication:
(1) If notice of the meeting is given to every member entitled to vote; and
(2) If the number of voting members participating in the meeting is sufficient to
constitute a quorum at a meeting.
b. A member not physically present at a regular or special meeting of members may
by means of remote communication participate in a meeting of members held at a
designated place.
3. In any meeting of members held solely by means of remote communication under
subdivision a of subsection 2 or in any meeting of members held at a designated place
in which one or more members participate by means of remote communication under
subdivision b of subsection 2:
a. The corporation shall implement reasonable measures:
(1) To verify that each person deemed present and entitled to vote at the
meeting by means of remote communication is a member; and
(2) To provide each member participating by means of remote communication
with a reasonable opportunity to participate in the meeting, including an
opportunity to:
(a) Read or hear the proceedings of the meeting substantially
concurrently with those proceedings;
(b) If allowed by the procedures governing the meeting, have the
member's remarks heard or read by other participants in the meeting
substantially concurrently with the making of those remarks; and
(c) If otherwise entitled, vote on matters submitted to the members.
b. Participating in a meeting by this means constitutes presence at the meeting in
person or by proxy if all of the other requirements of section 10-33-77 are met.
4. With respect to notice to members:
a. Any notice to members given by the corporation under any provision of this
chapter, the articles, or the bylaws by a form of electronic communication
consented to by the member to whom the notice is given is effective when given.
The notice is deemed given:
(1) If by facsimile communication, when directed to a telephone number at
which the member has consented to receive notice;
(2) If by electronic mail, when directed to an electronic mail address at which
the member has consented to receive notice;
(3) If by a posting on an electronic network on which the member has
consented to receive notice, together with separate notice to the member of
the specific posting, upon the later of:
(a) The posting; or
(b) The giving of the separate notice; and
(4) If by any other form of electronic communication by which the member has
consented to receive notice, when directed to the member.

b. An affidavit of the secretary, other authorized officer, or authorized agent of the
corporation, that the notice has been given by a form of electronic communication
is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.
c. Consent by a member to notice given by electronic communication may be given
in writing or by authenticated electronic communication. The corporation is
entitled to rely on any consent so given until revoked by the member, provided
that no revocation affects the validity of any notice given before receipt by the
corporation of revocation of the consent.
5. Any ballot, vote, authorization, or consent submitted by electronic communication
under this chapter may be revoked by the member submitting the ballot, vote
authorization, or consent so long as the revocation is received by an officer of the
corporation at or before the meeting or before an action without a meeting is effective
according to section 10-33-73.
6. Waiver of notice by a member of a meeting by means of authenticated electronic
communication may be given in the manner provided in subsection 5 of section
10-33-68. Participation in a meeting by means of remote communication described in
subdivisions a and b of subsection 2 is a waiver of notice of that meeting, except when
the member objects:
a. At the beginning of the meeting to the transaction of business because the
meeting is not lawfully called or convened; or
b. Before a vote on an item of business because the item may not lawfully be
considered at the meeting and does not participate in the consideration of the
item at that meeting.