I recently addressed the question of whether the exchange of emails might constitute a corporate board meeting. Recently, Professor Stephen Bainbridge pointed out that he discussed this question more than two decades ago. He writes (and wrote): "To conduct a meeting exclusively online, in a Delaware corporation at least, you must use Internet telephony". This conclusion is based on Section 141(i) of the Delaware General Corporation Law which allows directors to conduct a meeting: "by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other . . .".
The requirement of hearing, of course, presumes that directors have the physical ability to hear. If a director is unable to hear or has difficulty hearing, he or she may use captioned telephone equipment which has a screen that displays real-time text captions of the conversation. I don't know whether the question has arisen whether this qualifies as "hearing" for purposes of the Delaware statute. If it does not, then Delaware's requirement would seem to discriminate against those who rely on such equipment to participate in telephone meetings.
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