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California Amends Corporations Code to Authorize Audio Option for Shareholder/Member Meetings
Monday, July 31, 2023

Historically, a meeting necessarily meant a physical encounter.  Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet.  So it was that shareholder meetings involved the presence of shareholders or their proxies at an actual physical location.

During the Covid-19 epidemic, Governor Gavin Newsom loosened meeting requirements by issuing Executive Order Executive Order N-40-20, allowing corporations to conduct remote-only meetings.  Since then, the California legislature has enacted three separate bills addressing remote meetings of shareholders - AB 663 (Chen) 2021 Cal. Stats., ch. 523; AB 789 (Grayson) 2022 Cal. Stats., ch. 12; and AB 1789 (Chen) Cal. Stats., ch. 951.

Last week, Governor Newsom signed a fourth bill into law, AB 231 (Chen) 2023 Cal. Stats., ch. 231.   This bill will authorize a California corporation, to offer in addition to remote audiovisual feed, an audio-only means by which a shareholder or proxy holder may participate provided that the choice between participating via audiovisual or via audio-only means is made by the shareholder or proxy holder and the corporation does not impose any barriers to either mode of participation.  

AB 231 will also allow until December 31, 2025, a nonprofit corporation, a nonprofit mutual benefit corporation, a nonprofit religious corporation, and a cooperative corporation to conduct an annual meeting of members solely by live audiovisual feed and to offer, in addition to remote audiovisual feed, an audio-only means by which a member or proxy holder may participate provided that the choice between participating via audiovisual or via audio-only means is made by the member or proxy holder and the corporation does not impose any barriers to either mode of participation.   The bill also will require a nonprofit corporation, a nonprofit mutual benefit corporation, a nonprofit religious corporation, or a cooperative corporation to verify that a person who has voted – rather than participated – remotely is a member or proxy holder.

Note that the verb "meet" has a homonym which is an adjective, meaning appropriate.  Compare the following two passages from Act I of Hamlet:

Bernardo: "If you do meet Horatio and Marcellus,
The rivals of my watch, bid them make haste."

Hamlet: "My tables! Meet it is I set it down"

The adjective is derived an Old English word, gemæte, meaning fitting or suitable.

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