Budget Amendment ID: FY2023-S4-779

OTH 779

Making Remote Corporate Meetings Permanent

Messrs. O'Connor and Tarr moved that the proposed new text be amended by inserting the following section:-

"SECTION XX. Section 6A of Chapter 180 of the General Laws is hereby amended by inserting at the end the following:-

Unless otherwise provided in the articles of organization or bylaws, if authorized by the board of directors: any annual, regular, or special meeting of members need not be held at any place but may instead be held solely by means of remote communication; and subject to the articles and bylaws or such guidelines and procedures as the board of directors may adopt, members not

physically present at a meeting of members may, by means of remote communications:

(1) participate in a meeting of members; and

(2) be deemed present in person and vote at a meeting of members whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:

(i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member;

(ii) the corporation shall implement reasonable measures to provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(iii) if any member votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.""