(A68, R86, H4049)

AN ACT TO AMEND THE SOUTH CAROLINA CODE OF LAWS BY AMENDING SECTIONS 33-7-101, 33-31-701, 33-7-102, AND 33-31-702, ALL RELATING TO MEETINGS, SO AS TO ALLOW FOR REMOTE COMMUNICATION.

Be it enacted by the General Assembly of the State of South Carolina:

Annual meeting, remote communication

SECTION 1.    Section 33-7-101 of the S.C. Code is amended by adding:

(d) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, shareholders and proxy holders not physically present at an annual meeting of shareholders may, by means of remote communication:

(1)    participate in an annual meeting of shareholders;

(2)    be deemed present in person and vote at an annual meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:

(i)     the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the annual meeting is a shareholder or proxy holder;

(ii)    the corporation implements reasonable measures to provide shareholders or proxy holders a reasonable opportunity to participate in the annual meeting and to vote on matters submitted to the shareholders including, without limitation, an opportunity to communicate and to read or hear the proceedings of the annual meeting substantially concurrently with such proceedings; and

(iii)    if any shareholder or proxy holder votes or takes other action at the annual meeting by means of remote communication, a record of such vote or other action must be maintained by the corporation.

Annual and regular meetings, remote communication

SECTION 2.    Section 33-31-701 of the S.C. Code is amended by adding:

(g) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, members not physically present at annual or regular membership meetings may, by means of remote communication:

(1)    participate in an annual or regular membership meeting;

(2)    be deemed present in person and vote at an annual or regular membership meeting, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the annual or regular membership meeting is a member of the corporation or proxy holder.

Special meeting, remote communication

SECTION 3.    Section 33-7-102 of the S.C. Code is amended by adding:

(e) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, shareholders and proxy holders not physically present at a special meeting of shareholders may, by means of remote communication:

(1) participate in a special meeting of shareholders;

(2) be deemed present in person and vote at a special meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:

(i) the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the special meeting is a shareholder or proxy holder;

(ii) the corporation implements reasonable measures to provide shareholders or proxy holders a reasonable opportunity to participate in the special meeting and to vote on matters submitted to the shareholders including, without limitation, an opportunity to communicate and to read or hear the proceedings of the special meeting substantially concurrently with such proceedings; and

(iii) if any shareholder or proxy holder votes or takes other action at the special meeting by means of remote communication, a record of such vote or other action must be maintained by the corporation.

Special meeting, remote communication

SECTION 4.    Section 33-31-702 of the S.C. Code is amended by adding:

(f) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, members not physically present at special membership meetings may, by means of remote communication:

(1) participate in a special membership meeting; and

(2) be deemed present and in person and vote at a special membership meeting, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the special membership meeting is a member of the corporation or proxy holder.

Time effective

SECTION 5.    This act takes effect upon approval by the Governor.

Ratified the 17th day of May, 2023.

Approved the 19th day of May, 2023.

This web page was last updated on July 11, 2023 at 1:25 PM