2006 Minnesota Statutes

308B.531 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, a member control agreement, or the bylaws and determined by
the board, a regular or special meeting of members may be held solely by any combination of
means of remote communication through which the members may participate in the meeting, if
notice of the meeting is given 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 meeting would be 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 this chapter for the meeting are met.
    Subd. 3. Participation in member meetings by means of remote communication. To
the extent authorized in the articles or the bylaws and determined by the board, a member not
physically present in person or by proxy at a regular 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 this chapter for the meeting 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 cooperative 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 cooperative 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 cooperative 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.
(b) An affidavit of the secretary, other authorized officer, or authorized agent of the
cooperative 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.
(c) Consent by a member to notice given by electronic communication may be given in
writing or by authenticated electronic communication. The cooperative 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 cooperative of revocation of the consent.
    Subd. 6. Revocation. Any ballot, vote, authorization, or consent submitted by electronic
communication under this chapter may be revoked by the member submitting the ballot, vote,
authorization, or consent so long as the revocation is received by a director or the chief executive
officer of the cooperative at or before the meeting or before an action without a meeting is
effective.
    Subd. 7. Waiver. Waiver of notice by a member of a meeting by means of authenticated
electronic communication may be given in the manner provided for the regular or special meeting.
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: 2003 c 105 art 1 s 44