2006 Minnesota Statutes

317A.450 REMOTE COMMUNICATIONS FOR MEMBER MEETINGS.
    Subdivision 1. Construction and application. This section shall be construed and applied to:
(1) facilitate remote communication consistent with other applicable law; and
(2) be consistent with reasonable practices concerning remote communication and with
the continued expansion of those practices.
    Subd. 2. Member meetings held solely by means of remote communication. To the extent
authorized in the articles or bylaws and determined by the board, an annual or special meeting
of members may be held solely by one or more means of remote communication, if notice of
the meeting is given to every member entitled to vote, and if the number of voting members
participating in the meeting is sufficient to constitute a quorum at a meeting. Participation by a
member by that means constitutes presence at the meeting in person or by proxy if all the other
requirements of section 317A.453 are met.
    Subd. 3. Participation in member meetings by means of remote communication. To
the extent authorized in the articles or bylaws and determined by the board, a member not
physically present in person or by proxy at an annual or special meeting of members may, by
means of remote communication, participate in a meeting of members held at a designated place.
Participation by a member by that means constitutes presence at the meeting in person or by
proxy if all the other requirements of section 317A.453 are met.
    Subd. 4. Requirements for meetings held solely by means of remote communication and
for participation by means of remote communication. In any meeting of members held solely
by means of remote communication under subdivision 2 or in any meeting of members held at a
designated place in which one or more members participate by means of remote communication
under subdivision 3:
(1) the corporation shall implement reasonable measures to verify that each person deemed
present and entitled to vote at the meeting by means of remote communication is a member; and
(2) the corporation shall implement reasonable measures to provide each member
participating by means of remote communication with a reasonable opportunity to participate
in the meeting, including an opportunity to:
(i) read or hear the proceedings of the meeting substantially concurrently with those
proceedings;
(ii) if allowed by the procedures governing the meeting, have the member's remarks heard
or read by other participants in the meeting substantially concurrently with the making of those
remarks; and
(iii) if otherwise entitled, vote on matters submitted to the members.
    Subd. 5. Notice to members. (a) Any notice to members given by the corporation under
any provision of this chapter, the articles, or the bylaws by a form of electronic communication
consented to by the member to whom the notice is given is effective when given. The notice is
deemed given:
(1) if by facsimile communication, when directed to a telephone number at which the
member has consented to receive notice;
(2) if by electronic mail, when directed to an electronic mail address at which the member
has consented to receive notice;
(3) if by a posting on an electronic network on which the member has consented to receive
notice, together with separate notice to the member of the specific posting, upon the later of:
(i) the posting; and
(ii) the giving of the separate notice; and
(4) if by any other form of electronic communication by which the member has consented to
receive notice, when directed to the member.
An affidavit of the secretary, other authorized officer, or authorized agent of the corporation, that
the notice has been given by a form of electronic communication is, in the absence of fraud, prima
facie evidence of the facts stated in the affidavit.
(b) Consent by a member to notice given by electronic communication may be given in
writing or by authenticated electronic communication. The corporation is entitled to rely on any
consent so given until revoked by the member, provided that no revocation affects the validity of
any notice given before receipt by the corporation of revocation of the consent.
    Subd. 6. Waiver. Waiver of notice by a member of a meeting by means of authenticated
electronic communication may be given in the manner provided in section 317A.435, subdivision
3 . Participation in a meeting by means of remote communication described in subdivisions 2 and
3 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.
History: 2002 c 311 art 3 s 11