§602. Meetings of members​

1.Where held; remote communication. Meetings of members, if any, may be held at such place, either ​​within or without this State, as may be provided in the bylaws or at such place reasonably convenient to members, as determined by the board of directors. In the absence of any such provision, all meetings shall must be held at the registered office of the corporation in this State or, in the discretion of the board of directors, a meeting may be held entirely through m​eans of remote communication without a specific site for the meeting or partially through means of remote communication with those members attending in person at the location provided in the meeting notice. The board of directors may, in its discretion, adopt guidelines and procedures authorizing members who are not physically present at a meeting of members to, by means of remote communication:

A. Participate in a meeting of members; and

B.​ ​Be deemed present in person for quorum purposes and vote at a meeting of members, whether such meeting is to be held at a designated place or entirely or partially through means of remote communication, only if:

(1)The corporation has implemented reasonable measures to verify each person participating remotely is a member or proxy holder of a member;

(2)The corporation has implemented procedures to accommodate remote communication; and

(3)If any member or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action is maintained by the corporation.

For the purposes of this chapter, "remote communication" means reasonable measures that provide the members or their proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to​communicate and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings, when not attending in person.​

§604. Voting

​​1.  Members entitled to vote.  The right of the members or any class or classes of members to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.  

​2.  Members to vote in person or by proxy; validity.  A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by the member's duly authorized attorney-in-fact. A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail or by electronic transmission.  

​​​3.  Cumulative voting for directors not permitted.  The articles of incorporation or the bylaws shall not permit cumulative voting for directors. Any provision purporting to permit cumulative voting shall be void.  

4.  Corporations with no right to vote.  If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power.  

​5.  Voting by electronic transmission.  The bylaws may provide, or the board of directors or members may determine, that some or all votes by members, as well as actions taken in accordance with section 606, may be conducted by electronic transmission under procedures established by the corporation. A vote conducted by electronic transmission must be filed with the minutes of members' meetings and has the same effect as an in-person vote or a vote by proxy.  ​