501A.807 - REMOTE COMMUNICATIONS FOR MEMBERS' MEETINGS.

        501A.807  REMOTE COMMUNICATIONS FOR MEMBERS'      MEETINGS.         1.  Construction and application.  This section shall be      construed and applied to all of the following:         a.  To facilitate remote communication consistent with other      applicable law.         b.  To be consistent with reasonable practices concerning      remote communication and with the continued expansion of those      practices.         2.  Members' meetings held solely by means of remote      communication.  To the extent authorized in the articles, a member      control agreement, or the bylaws and determined by the board, a      regular or special meeting of members may be held solely by any      combination of means of remote communication through which the      members may participate in the meeting, if notice of the meeting is      given to every owner of membership interests entitled to vote as      would be required by this chapter for a meeting, and if the      membership interests held by the members participating in the meeting      would be sufficient to constitute a quorum at a meeting.      Participation by a member by that means constitutes presence at the      meeting in person or by proxy if all the other requirements of this      chapter for the meeting are met.         3.  Participation in members' meetings by means of remote      communication.  To the extent authorized in the articles or the      bylaws and determined by the board, a member not physically present      in person or by proxy 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.  Participation by a member by that means      constitutes presence at the meeting in person or by proxy if all the      other requirements of this chapter for the meeting are met.         4.  Requirements for meetings held solely by means of remote      communication and for participation by means of remote      communication.  In any meeting of members held solely by means of      remote communication under 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 subsection 3, all of the      following shall apply:         a.  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.         b.  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 do all of the following:         (1)  Read or hear the proceedings of the meeting substantially      concurrently with those proceedings.         (2)  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.         (3)  If otherwise entitled, vote on matters submitted to the      members.         5.  Notice to members.         a.  Any notice to members given by the cooperative 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      upon any of the following:         (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 any of the      following:         (a)  The posting.         (b)  The giving of the separate notice.         (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 cooperative 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 cooperative 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      cooperative of revocation of the consent.         6.  Revocation.  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 a director or the      chief executive officer of the cooperative at or before the meeting      or before an action without a meeting is effective.         7.  Waiver.  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 meeting.  Participation in      a meeting by means of remote communication described in subsections 2      and 3 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 cannot      lawfully be considered at the meeting and does not participate in the      consideration of the item at that meeting.  
         Section History: Recent Form
         2005 Acts, ch 135, §57         Referred to in § 501A.814