H. B. 4585
(By Delegates Caruth, Trump, Armstead,
Amores, Ellem, Beane and Frederick)
[Introduced
February 23, 2004
; referred to the
Committee on the Judiciary.]
A BILL to amend and reenact §31D-7-708 of the code of West
Virginia, 1931, as amended, relating to use of electronic
communications for shareholder meetings and permitting the use
of speaker phones or other electronic means unless
specifically prohibited by articles of incorporation or
bylaws.
Be it enacted by the Legislature of West Virginia:
That §31D-7-708 of the code of West Virginia, 1931, as
amended, be amended and reenacted to read as follows:
ARTICLE 7. SHAREHOLDERS.
§31D-7-708. Conduct of the meeting.
(a) At each meeting of shareholders, a chair shall preside.
The chair is to be appointed as provided in the bylaws or, in the
absence of a provision in the bylaws, by the board of directors.
(b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and has
the authority to establish rules for the conduct of the meeting.
(c) Any rules adopted for, and the conduct of, the meeting are
to be fair to shareholders.
(d) The chair of the meeting shall announce at the meeting
when the polls close for each matter voted upon. If no
announcement is made, the polls are to be deemed to have closed
upon the final adjournment of the meeting. After the polls close,
no ballots, proxies or votes nor any revocations or changes to a
ballot, proxy or vote may be accepted.
(e) If the articles of incorporation or bylaws authorize the
use of electronic communication for shareholders' meetings, any or
all of the shareholders may participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all shareholders may simultaneously hear
each other during the meeting. 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.
Strike-throughs indicate language that would be stricken from
the present law, and underscoring indicates new language that would
be added.
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