PART VII.  MEMBERS' MEETINGS, AND VOTING

     §414D-101  Annual and regular meetings.  (a)  A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

     (b)  A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

     (c)  Annual and regular membership 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 and regular meetings shall be held at the corporation's principal office.

     (d)  At the annual meeting:

     (1)  The president and chief financial officer shall report on the activities and financial condition of the corporation; and

     (2)  The members shall consider and act upon other matters as may be raised consistent with the notice requirements of sections 414D‑105 and 414D‑111.

     (e)  At regular meetings, the members shall consider and act upon matters as may be raised consistent with the notice requirements of sections 414D‑105 and 414D‑111.

     (f)  The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws shall not affect the validity of any corporate action.

     (g)  If authorized by the board of directors in its sole discretion, members or proxies of members may participate at an annual or regular meeting of members by means of the Internet, teleconference, or other electronic transmission technology in a manner that allows members the opportunity to:

     (1)  Read or hear the proceedings substantially concurrently with the occurrence of the proceedings;

     (2)  Vote on matters submitted to the members;

     (3)  Pose questions; and

     (4)  Make comments.

     A member or proxy of a member participating in a meeting by means authorized by this subsection shall be deemed to be present in person at the meeting.  The corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of the Internet, teleconference, or other electronic transmission technology is a member or proxy of a member. [L 2001, c 105, pt of §1; am L 2011, c 37, §6]