Arizona Laws 10-708. Participation in shareholders’ meetings; remote communication
A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all shareholders to participate in an annual or special shareholders’ meeting by or conduct the meeting through use of any means of remote communication. If the board of directors elects to permit participation by means of remote communication, the notice of the meeting shall specify how a shareholder may participate in the meeting by means of remote communication. Participation may be limited by the board of directors to specified locations or means of communication.
Terms Used In Arizona Laws 10-708
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Electronic transmission: means an electronic record as defined in section 44-7002 that is sent pursuant to section 44-7015. See Arizona Laws 10-140
- Person: includes an individual and entity. See Arizona Laws 10-140
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
- Writing: includes printing. See Arizona Laws 1-215
- written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140
B. Unless the articles of incorporation or bylaws provide otherwise, if authorized by the board of directors and subject to such guidelines and procedures as the board of directors may adopt, shareholders not physically present at a meeting of shareholders, by means of remote communication, may both:
1. Participate in a meeting of shareholders.
2. Be deemed present in person and vote at a meeting of shareholders, whether the meeting is to be held at a designated place or solely by means of remote communication if the corporation does all of the following:
(a) Implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder.
(b) Implements reasonable measures to provide shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders substantially concurrently with the proceedings. Participation may be through verbal, written or other suitable means of communication as described by this section.
(c) Maintains a record of the vote or other action if any shareholder votes or takes other action at the meeting by means of remote communication.
C. All votes of shareholders must be in writing, unless otherwise provided for in the articles of incorporation or bylaws. If authorized by the articles of incorporation, bylaws or board of directors, the requirement of a writing may be satisfied by a vote submitted by electronic transmission if the electronic transmission is either set forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder.