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322B.343 Electronic communications.

Subdivision 1. Electronic conferences. If and to the extent authorized in a member control agreement, the bylaws, or by the board of governors of a closely held limited liability company, a conference among members by any means of communication through which the members may simultaneously hear each other during the conference constitutes a regular or special meeting of members, if the same notice is given of the conference to every owner of membership interests entitled to vote as would be required by this chapter for a meeting, and if the membership interests held by the members participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a conference by that means constitutes presence at the meeting in person or by proxy if all the other requirements of section 322B.363 are met.

Subd. 2. Participation by electronic means. If and to the extent authorized in a member control agreement, the bylaws, or by the board of governors of a closely held limited liability company, a member may participate in a regular or special meeting of members not described in subdivision 1 by any means of communication through which the member, other members so participating, and all members physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence at the meeting in person or by proxy if all the other requirements of section 322B.363 are met.

Subd. 3. Waiver. Waiver of notice of a meeting by means of communication described in subdivisions 1 and 2 may be given in the manner provided in section 322B.34, subdivision 4. Participation in a meeting by means of communication described in subdivisions 1 and 2 is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting.

HIST: 1992 c 517 art 2 s 38; 1999 c 85 art 2 s 27,28,96

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Revisor of Statutes