Section 351.1108

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1108.  Meetings, remote communication permitted, requirements. — 1.  To the extent authorized in the articles or the bylaws or as determined by the board, a regular or special members' meeting may be held by any combination of means of remote communication through which the members may participate in the meeting if notice of the meeting was given in accordance with the bylaws and sections 351.1000 to 351.1228 and if the membership interests held by the members so participating in the meeting would be sufficient to constitute a quorum at a meeting.  Participation by a member by means of remote communication constitutes presence at the meeting in person or by proxy if all the other requirements of sections 351.1000 to 351.1228 for the meeting are met.

  2.  In any members' meeting held where one or more members participates in such meeting by means of remote communication under subsection 1 of this section:

  (1)  The cooperative shall implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a member; and

  (2)  The cooperative shall implement reasonable measures 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.

  3.  Waiver of notice by a member of a meeting by means of authenticated electronic communication may be given in the manner provided for the regular or special members' meeting.  Participation in a meeting by means of remote communication described in subsection 1 of this section is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects 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.

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(L. 2011 S.B. 366)