351.225. Shareholders' meetings prescribed by bylaws.
Shareholders' meetings prescribed by bylaws.
351.225. 1. (1) Meetings of shareholders may be held at such place,either within or without this state, as may be provided in the bylaws. Inthe absence of any such provisions, all meetings shall be held at theregistered office of the corporation in this state.
(2) If authorized by the board of directors in its sole discretion,and subject to such guidelines and procedures as the board of directors mayadopt, shareholders and proxyholders not physically present at a meeting ofshareholders may, by means of remote communication:
(a) Participate in a meeting of shareholders; and
(b) Be deemed present in person and vote at a meeting ofshareholders, whether such meeting is to be held at a designated place orsolely by means of remote communication, provided that:
a. The corporation shall implement reasonable measures to verify thateach person deemed present and permitted to vote at the meeting by means ofremote communication is a shareholder or proxyholder;
b. The corporation shall implement reasonable measures to providesuch shareholders and proxyholders a reasonable opportunity to participatein the meeting and to vote on matters submitted to the shareholders,including an opportunity to read or hear the proceedings of the meetingsubstantially concurrently with such proceedings; and
c. If any shareholder or proxyholder votes or takes other action atthe meeting by means of remote communication, a record of such vote orother action shall be maintained by the corporation.
2. An annual meeting of shareholders for the election of directorsshall be held on a day which each corporation shall fix by its bylaws; andif no day be so provided, then on the second Monday in the month ofJanuary. Failure to hold the annual meeting at the designated time shallnot work a forfeiture or dissolution of the corporation.
3. Special meetings of the shareholders may be called by the board ofdirectors or by such other person or persons as may be authorized by thearticles of incorporation or the bylaws.
(L. 1943 p. 410 § 27, A.L. 1986 S.B. 565, A.L. 2009 S.B. 217)