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(b) Unless otherwise restricted by the certificate of incorporationor the by-laws, any action required or permitted to be taken by theboard or any committee thereof may be taken without a meeting if allmembers of the board or the committee consent in writing to the adoptionof a resolution authorizing the action. The resolution and the writtenconsents thereto by the members of the board or committee shall be filedwith the minutes of the proceedings of the board or committee.Notwithstanding any provision of law to the contrary, the writtenconsent of a member may be made electronically, where such consent issubmitted via electronic mail, text, or other secured platform forelectronic communications, along with information from which it can bereasonably determined that the transmission was authorized by suchmember.(c) Unless otherwise restricted by the certificate of incorporation orthe by-laws, any one or more members of the board or any committeethereof may participate in a meeting of such board or committee by meansof a conference telephone or similar communications equipment allowingall persons participating in the meeting to hear each other at the sametime. Participation by such means shall constitute presence in person ata meeting.(d) Except as otherwise provided in this chapter, the vote of amajority of the directors present at the time of the vote, if a quorumis present at such time, shall be the act of the board.(e) In the case of corporations owning or leasing residential premisesand operating the same on a cooperative basis, changes including theadoption, amendment or repeal of the by-laws by the board of directorsshall be provided to the members, stockholders, and delegates of suchcorporation in writing, by physical or electronic means, within ten daysof such adoption.(f) Upon the adoption, amendment or repeal of by-laws by the board ofdirectors of a corporation owning or leasing residential premises andoperating the same on a cooperative basis pursuant to subdivision (e) ofthis section, where such change would have a direct effect on theresident's occupancy or the rules of the building, the board ofdirectors shall post the adopted, amended, or repealed by-lawsconspicuously to ensure tenants will be aware of such adoption.
(a) Meetings of shareholders may be held at such place, within orwithout this state, as may be fixed by or under the by-laws, or if notso fixed, as determined by the board of directors. If, pursuant to thisparagraph or the by-laws of the corporation, the board of directors isauthorized to determine the place of a meeting of shareholders, theboard of directors may, in its sole discretion, determine that themeeting be held solely by means of electronic communication, theplatform/service of which shall be the place of the meeting for purposeof this article.(b) (i) A corporation may, if authorized by the board of directors:(1) implement reasonable measures to provide shareholders not physicallypresent at a shareholders' meeting a reasonable opportunity toparticipate in the proceedings of the meeting substantially concurrentlywith such proceedings; and/or (2) provide reasonable measures to enableshareholders to vote or grant proxies with respect to matters submittedto the shareholders at a shareholders' meeting by means of electroniccommunication; provided that the corporation shall, if applicable, (A)implement reasonable measures to verify that each person deemed presentand permitted to vote at the meeting by means of electroniccommunication is a shareholder of record and (B) keep a record of anyvote or other action taken by a shareholder participating and voting bymeans of electronic communications at a shareholders' meeting. Ashareholder participating in a shareholders' meeting by this means isdeemed to be present in person at the meeting.(ii) Nothing required in subparagraph (i) of this paragraph shalllimit, restrict or supersede other forms of voting and participation.(iii) For purposes of this paragraph, "reasonable measures" withrespect to participating in proceedings shall include, but not belimited to, audio webcast or other broadcast of the meeting and forvoting shall include but not be limited to telephonic and internetvoting.(c) A meeting of shareholders shall be held annually for the electionof directors and the transaction of other business on a date fixed by orunder the by-laws. A failure to hold the annual meeting on the date sofixed or to elect a sufficient number of directors to conduct thebusiness of the corporation shall not work a forfeiture or give causefor dissolution of the corporation, except as provided in paragraph (c)of section 1104 (Petition in case of deadlock among directors orshareholders).(d) Special meetings of the shareholders may be called by the boardand by such person or persons as may be so authorized by the certificateof incorporation or the by-laws. At any such special meeting only suchbusiness may be transacted which is related to the purpose or purposesset forth in the notice required by section 605 (Notice of meetings ofshareholders).(e) Except as otherwise required by this chapter, the by-laws maydesignate reasonable procedures for the calling and conduct of a meetingof shareholders, including but not limited to specifying: (i) who maycall and who may conduct the meeting, (ii) the means by which the orderof business to be conducted shall be established, (iii) the proceduresand requirements for the nomination of directors, (iv) the procedureswith respect to the making of shareholder proposals, and (v) theprocedures to be established for the adjournment of any meeting ofshareholders. No amendment of the by-laws pertaining to the election ofdirectors or the procedures for the calling and conduct of a meeting ofshareholders shall affect the election of directors or the proceduresfor the calling or conduct in respect of any meeting of shareholdersunless adequate notice thereof is given to the shareholders in a mannerreasonably calculated to provide shareholders with sufficient time torespond thereto prior to such meeting.