Despite being home to the Silicon Valley, California has not embraced with abandon virtual-only meetings of shareholders. Section 600(e) of the Corporations Code currently does not permit virtual only meetings unless one of several conditions are satisfied:
A corporation shall not conduct a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless one or more of the following conditions apply: (A) all of the shareholders consent; (B) the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207; or (C) notwithstanding the absence of consent from all shareholders pursuant to (A) or subdivision (b) of Section 20, the meeting is conducted on or before December 31, 2025 and includes a live audiovisual feed for the duration of the meeting.
Last month, however, the legislature enacted a bill, AB 2908 (Chen), which deletes the sunset language underlined above. The bill also makes changes to the analogous provisions of the nonprofit corporation laws - Corporations Code Sections 5510, 7510, 9411, and 12460. The bill was sponsored the Business Law Section of the California Lawyers Association.
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