H.B. 549                                                 VETOES

2-502.1.

(a) Unless restricted by the charter or bylaws of the corporation, a corporation
may allow stockholders to participate in a meeting by means of a conference
telephone or [similar] OTHER communications equipment if all persons participating
in the meeting can hear each other at the same time.

2-503.

(A)     Unless the charter provides otherwise, meetings of stockholders shall be
held as is:

(1)     Provided in the CHARTER OR bylaws; or

(2)     Set by the board of directors under the provisions of the CHARTER OR
bylaws.

(B)  (1) SUBJECT TO PARAGRAPH (2) OF THIS SUBSECTION, IF THE BOARD OF
DIRECTORS IS AUTHORIZED TO DETERMINE THE PLACE OF A MEETING OF THE
STOCKHOLDERS, THE BOARD MAY DETERMINE THAT THE MEETING NOT BE HELD AT
ANY PLACE, BUT INSTEAD MAY BE HELD SOLELY BY MEANS OF REMOTE
COMMUNICATION, AS AUTHORIZED BY SUBSECTION (C) OF THIS SECTION.

(2) AT THE REQUEST OF A STOCKHOLDER, THE BOARD OF DIRECTORS
SHALL PROVIDE A PLACE FOR A MEETING OF THE STOCKHOLDERS.

(C)  IF AUTHORIZED BY THE BOARD OF DIRECTORS AND SUBJECT TO ANY
GUIDELINES AND PROCEDURES THAT THE BOARD ADOPTS, STOCKHOLDERS AND
PROXY HOLDERS NOT PHYSICALLY PRESENT AT A MEETING OF THE STOCKHOLDERS,
BY MEANS OF REMOTE COMMUNICATION:

(1)   MAY PARTICIPATE IN THE MEETING OF THE STOCKHOLDERS; AND

(2)   MAY BE CONSIDERED PRESENT IN PERSON AND MAY VOTE AT THE
MEETING OF THE STOCKHOLDERS, WHETHER THE MEETING IS HELD AT A
DESIGNATED PLACE OR SOLELY BY MEANS OF REMOTE COMMUNICATION, IF:

(I)   THE CORPORATION IMPLEMENTS REASONABLE MEASURES TO
VERIFY THAT EACH PERSON CONSIDERED PRESENT AND AUTHORIZED TO VOTE AT
THE MEETING BY MEANS OF REMOTE COMMUNICATION IS A STOCKHOLDER OR
PROXY HOLDER;

(II)   THE CORPORATION IMPLEMENTS REASONABLE MEASURES TO
PROVIDE THE STOCKHOLDERS AND PROXY HOLDERS A REASONABLE OPPORTUNITY
TO PARTICIPATE IN THE MEETING AND TO VOTE ON MATTERS SUBMITTED TO THE
STOCKHOLDERS, INCLUDING AN OPPORTUNITY TO READ OR HEAR THE
PROCEEDINGS OF THE MEETING SUBSTANTIALLY CONCURRENTLY WITH THE
PROCEEDINGS; AND

(III) IN THE EVENT ANY STOCKHOLDER OR PROXY HOLDER VOTES
OR TAKES OTHER ACTION AT THE MEETING BY MEANS OF REMOTE
COMMUNICATION, A RECORD OF THE VOTE OR OTHER ACTION IS MAINTAINED BY
THE CORPORATION.

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