Corporations: shareholders' meetings: remote communication.

Existing law authorizes and regulates the formation and operation of a corporation, nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation. With respect to the above-described corporations, existing law authorizes meetings of shareholders to be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws. However, if no other place is stated or so fixed, existing law authorizes stakeholder meetings to be held at the principal executive office of the corporation. Existing law prohibits a corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless all of the shareholders consent, the board determines it is necessary or appropriate because of an emergency, as defined, or the meeting is conducted on or before June 30, 2022. This bill would authorize a corporation to conduct a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication if the meeting is conducted on or before December 31, 2025, as specified, and includes a live audiovisual feed for the duration of the meeting. The bill would provide that a de minimis disruption of an audio, visual, or audiovisual feed does not require a corporation to end a shareholder meeting under, or render the corporation out of compliance with, the above-described provisions. Existing law requires a corporation to implement reasonable measures when it conducts a meeting of shareholders solely by those means of remote communication, including verifying that each person participating remotely is a shareholder or proxyholder. This bill would instead require a corporation to verify that a person who has voted remotely is a shareholder or proxyholder. This bill would incorporate additional changes to Section 600 of the Corporations Code proposed by SB 1202 to be operative only if this bill and SB 1202 are enacted and this bill is enacted last.