Senate Bill No. 699
(By Senators Caruth and Minard)
[Introduced March 21, 2005; referred to the Committee
on the Judiciary.]
A BILL to amend and reenact §31D-7-705 of the Code of West
Virginia, 1931, as amended, relating to deleting the provision
which allows shareholders to participate in corporate meetings
by means of communication in which all shareholders may
simultaneously hear each other.
Be it enacted by the Legislature of West Virginia:
That §31D-7-705 of the Code of West Virginia, 1931, as
amended, be amended and reenacted to read as follows:
ARTICLE 7. SHAREHOLDERS.
§31D-7-705. Notice of meeting.
(a) A corporation is to notify shareholders of the date, time
and place of each annual and special shareholders' meeting no fewer
than ten nor more than sixty days before the meeting date. Unless
this chapter or the articles of incorporation require otherwise,
the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b) Unless this chapter, the articles of incorporation or
bylaws require otherwise, notice of an annual meeting need not
include a description of the purpose or purposes for which the
meeting is called.
(c) Notice of a special meeting must include a description of
the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section seven hundred three
or seven hundred seven of this article, the record date for
determining shareholders entitled to notice of and to vote at an
annual or special shareholders' meeting is the day before the first
notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or
special shareholders' meeting is adjourned to a different date,
time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting
before adjournment. If a new record date for the adjourned meeting
is or must be fixed under section seven hundred seven of this
article, notice of the adjourned meeting must be given under this
section to persons who are shareholders as of the new record date.
(f) Unless the articles of incorporation or bylaws provide
otherwise, any shareholder may participate in a regular or special
meeting by any means of communication by which all shareholders
participating may simultaneously hear each other during the
meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.
(NOTE: The purpose of this bill is to
delete the provision
which allows shareholders to participate in corporate meetings by
means of communication in which all shareholders may simultaneously
hear each other.
Strike-throughs indicate language that would be stricken from
the present law, and underscoring indicates new language that would