708. Action by the board. (b) Unless otherwise restricted by the certificate of incorporation
or the by-laws, any action required or permitted to be taken by the
board or any committee thereof may be taken without a meeting if all
members of the board or the committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the board or committee shall be filed
with the minutes of the proceedings of the board or committee.
Notwithstanding any provision of law to the contrary, the written
consent of a member may be made electronically, where such consent is
submitted via electronic mail, text, or other secured platform for
electronic communications, along with information from which it can be
reasonably determined that the transmission was authorized by such
member.
(c) Unless otherwise restricted by the certificate of incorporation or
the by-laws, any one or more members of the board or any committee
thereof may participate in a meeting of such board or committee by means
of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at
a meeting.
(d) Except as otherwise provided in this chapter, the vote of a
majority of the directors present at the time of the vote, if a quorum
is present at such time, shall be the act of the board.
(e) In the case of corporations owning or leasing residential premises
and operating the same on a cooperative basis, changes including the
adoption, amendment or repeal of the by-laws by the board of directors
shall be provided to the members, stockholders, and delegates of such
corporation in writing, by physical or electronic means, within ten days
of such adoption.
(f) Upon the adoption, amendment or repeal of by-laws by the board of
directors of a corporation owning or leasing residential premises and
operating the same on a cooperative basis pursuant to subdivision (e) of
this section, where such change would have a direct effect on the
resident's occupancy or the rules of the building, the board of
directors shall post the adopted, amended, or repealed by-laws
conspicuously to ensure tenants will be aware of such adoption.
§ 602. Meetings of shareholders. (a) Meetings of shareholders may be held at such place, within or
without this state, as may be fixed by or under the by-laws, or if not
so fixed, as determined by the board of directors. If, pursuant to this
paragraph or the by-laws of the corporation, the board of directors is
authorized to determine the place of a meeting of shareholders, the
board of directors may, in its sole discretion, determine that the
meeting be held solely by means of electronic communication, the
platform/service of which shall be the place of the meeting for purpose
of this article.
(b) (i) A corporation may, if authorized by the board of directors:
(1) implement reasonable measures to provide shareholders not physically
present at a shareholders' meeting a reasonable opportunity to
participate in the proceedings of the meeting substantially concurrently
with such proceedings; and/or (2) provide reasonable measures to enable
shareholders to vote or grant proxies with respect to matters submitted
to the shareholders at a shareholders' meeting by means of electronic
communication; provided that the corporation shall, if applicable, (A)
implement reasonable measures to verify that each person deemed present
and permitted to vote at the meeting by means of electronic
communication is a shareholder of record and (B) keep a record of any
vote or other action taken by a shareholder participating and voting by
means of electronic communications at a shareholders' meeting. A
shareholder participating in a shareholders' meeting by this means is
deemed to be present in person at the meeting.
(ii) Nothing required in subparagraph (i) of this paragraph shall
limit, restrict or supersede other forms of voting and participation.
(iii) For purposes of this paragraph, "reasonable measures" with
respect to participating in proceedings shall include, but not be
limited to, audio webcast or other broadcast of the meeting and for
voting shall include but not be limited to telephonic and internet
voting.
(c) A meeting of shareholders shall be held annually for the election
of directors and the transaction of other business on a date fixed by or
under the by-laws. A failure to hold the annual meeting on the date so
fixed or to elect a sufficient number of directors to conduct the
business of the corporation shall not work a forfeiture or give cause
for dissolution of the corporation, except as provided in paragraph (c)
of section 1104 (Petition in case of deadlock among directors or
shareholders).
(d) Special meetings of the shareholders may be called by the board
and by such person or persons as may be so authorized by the certificate
of incorporation or the by-laws. At any such special meeting only such
business may be transacted which is related to the purpose or purposes
set forth in the notice required by section 605 (Notice of meetings of
shareholders).
(e) Except as otherwise required by this chapter, the by-laws may
designate reasonable procedures for the calling and conduct of a meeting
of shareholders, including but not limited to specifying: (i) who may
call and who may conduct the meeting, (ii) the means by which the order
of business to be conducted shall be established, (iii) the procedures
and requirements for the nomination of directors, (iv) the procedures
with respect to the making of shareholder proposals, and (v) the
procedures to be established for the adjournment of any meeting of
shareholders. No amendment of the by-laws pertaining to the election of
directors or the procedures for the calling and conduct of a meeting of
shareholders shall affect the election of directors or the procedures
for the calling or conduct in respect of any meeting of shareholders
unless adequate notice thereof is given to the shareholders in a manner
reasonably calculated to provide shareholders with sufficient time to
respond thereto prior to such meeting.