Bill Text: NJ S3701 | 2020-2021 | Regular Session | Introduced
Bill Title: Concerns participation in certain meetings by means of remote communication during state of emergency declared by the Governor.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2021-04-26 - Introduced in the Senate, Referred to Senate Commerce Committee [S3701 Detail]
Download: New_Jersey-2020-S3701-Introduced.html
Sponsored by:
Senator DAWN MARIE ADDIEGO
District 8 (Atlantic, Burlington and Camden)
SYNOPSIS
Concerns participation in certain meetings by means of remote communication during state of emergency declared by the Governor.
CURRENT VERSION OF TEXT
As introduced.
An Act concerning certain remote meetings and amending N.J.S.14A:5-1, N.J.S.15A:5-1 and P.L.1948, c.67.
Be It Enacted by the Senate and General Assembly of the State of New Jersey:
1. N.J.S.14A:5-1 is amended to read as follows:
14A:5-1. Place of shareholders' meetings.
(1) Meetings of shareholders of every corporation organized for any purpose under any general or special law of this State may, unless otherwise provided by law, be held at such place, within or without this State, as may be provided in the by-laws or as may be fixed by the board pursuant to authority granted by the by-laws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation. During a state of emergency declared by the Governor, a meeting of shareholders may be held solely by means of remote communication and not in any physical location to the extent the board authorizes and adopts guidelines and procedures governing such a meeting. A meeting of shareholders may be held solely by means of remote communication even if the state of emergency ends prior to the day and hour of the meeting if the notice to shareholders for such meeting is sent or disseminated to shareholders within 14 calendar days after the end of the state of emergency. Any corporation with securities registered under the "Securities Exchange Act of 1934," 15 U.S.C. s.78a et seq., which has provided written notice to its shareholders of a meeting of shareholders at a physical location may, on a day at which a state of emergency is in effect, notify shareholders of a change of meeting location to a meeting solely by means of remote communication and any change in date and time of such meeting without the necessity of providing each shareholder with the written notice required by N.J.S.14A:5-4, provided that 10 calendar days prior to the meeting, the corporation issues a press release announcing the change or changes and files a notice announcing the change or changes electronically with the Securities and Exchange Commission.
(2) One or more shareholders may participate in a meeting of shareholders by means of remote communication to the extent the board authorizes that participation. Shareholder meetings conducted in part or solely by means of remote communication in reliance upon this subsection and any shareholder's remote participation in those meetings shall be subject to those guidelines and procedures as the board adopts, and shall be in conformity with subsection 14A:5-1(3).
(3) A shareholder participating in a meeting of shareholders by
means of remote communication in reliance upon subsection 14A:5-1(1) shall be deemed present in person and shall be entitled to vote at the meeting regardless of whether that meeting is held at a designated place or solely by means of remote communication. In any shareholder meeting conducted in part or solely by means of remote communication in reliance upon subsection 14A:5-1(1), the corporation shall implement reasonable measures to:
(a) verify that each person participating remotely is a shareholder or a proxy of a shareholder;
(b) provide each shareholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the shareholders, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
(c) record and maintain a record of any shareholder votes or other actions taken by remote communication at the meeting.
(cf: P.L.2020, c.15, s.1.)
2. N.J.S.15A:5-1 is amended to read as follows:
15A:5-1. a. Meetings of members of every corporation organized under this title may, unless otherwise provided by law, be held at a place, within or without this State, as may be provided in the bylaws or as may be fixed by the board pursuant to authority granted by the bylaws. In the absence of such a provision, all meetings of members shall be held at the registered office of the corporation. During a state of emergency declared by the Governor, a meeting of members may be held by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting.
b. One or more members may participate in a meeting by means of remote communication to the extent the board authorizes that participation. Meetings conducted in part or solely by means of remote communication in reliance upon this subsection and any member's remote participation in those meetings shall be subject to those guidelines and procedures as the board adopts, and shall be in conformity with subsection c. of this section.
c. A member participating in a meeting of members by means of remote communication in reliance upon subsection a. of this section shall be deemed present in person and shall be entitled to vote at the meeting regardless of whether that meeting is held at a designated place or solely by means of remote communication. In any meeting conducted in part or solely by means of remote communication in reliance upon subsection a. of this section, the corporation shall implement reasonable measures to:
(1) verify that each person participating remotely is a member or a proxy of a member;
(2) provide each member participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the members, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
(3) record and maintain a record of any votes or other actions taken by remote communication at the meeting.
d. A meeting currently noticed for a physical location may be changed to a meeting conducted by remote communication by providing notice of the day and hour of the meeting, the nature of the business to be transacted, and the means of remote
communication to be used in a document posted by the corporation on its website in a prominent location. A meeting noticed during a state of emergency to be held by means of remote communication may be held by means of remote communication even if the state of emergency ends prior to the day and hour noticed for the meeting.
(cf: P.L.2020, c.20, s.1)
3. Section 81 of P.L.1948, c.67 (C.17:9A-81) is amended to read as follows:
81. Stockholders' meetings; notice. Notice of all meetings of stockholders shall be given to the stockholders not less than 10 nor more than 60 days prior thereto, by mail, postage prepaid, addressed to each stockholder at his address as it appears on the books of the bank. The notice shall specify the place, day and hour of the meeting and the nature of the business to be transacted. If participation by stockholders by means of remote communication has been authorized pursuant to subsection b. of section 83 of P.L.1948, c.67 (C.17:9A-83), the notice to stockholders shall describe the means of remote communication to be used. Except as otherwise provided by section 79, no business may be transacted at any meeting except that specified in the notice of the meeting.
(cf: P.L.1986, c.186, s.4)
4. Section 83 of P.L.1948, c.67 (C.17:9A-83) is amended to read as follows:
83. a. Any meeting of stockholders may be held at the principal office of the bank, or at any branch office, or at any place other than the principal office or a branch office, provided such other place is in a municipality in which the bank maintains its principal office or a branch office. Each meeting shall be convened at such hour as is fixed by the by-laws, or, if not so fixed, at such hour as shall be stated in the call for the meeting. Any meeting may be adjourned from time to time for any period of time and to any place where it is lawful to hold a meeting. When any meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting.
b. (1) During a state of emergency declared by the Governor, a meeting of stockholders may be held by means of remote communication. A meeting currently noticed for a physical location may be changed to a meeting conducted by remote communication by providing notice of the day and hour of the meeting, the nature of the business to be transacted, and the means of remote communication to be used in a document filed by the bank with the Department of Banking and Insurance and posted on the bank's website in a prominent location. A meeting noticed during a state of emergency to be held by means of remote communication may be held by means of remote communication even if the state of emergency ends prior to the day and hour noticed for the meeting.
(2) A stockholder participating in a meeting of stockholders by means of remote communication in reliance upon paragraph (1) of this subsection shall be deemed present in person and shall be entitled to vote at the meeting. In any meeting conducted in part or solely by means of remote communication in reliance upon paragraph (1) of this subsection, the bank shall implement reasonable measures to:
(a) verify that each person participating remotely is a stockholder or a proxy of a stockholder;
(b) provide each stockholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the stockholders, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
(c) record and maintain a record of any votes or other actions taken by remote communication at the meeting.
(cf: P.L.1954, c.142, s.2)
5. This act shall take effect immediately.
STATEMENT
This bill permits certain stockholders to participate in meetings by means of remote communication during a state of emergency declared by the Governor.
Under the bill, a bank stockholder meeting currently noticed for a physical location may be changed to a meeting conducted by remote communication by providing notice of the day and hour of the meeting, the nature of the business to be transacted, and the means of remote communication to be used in a document filed by the bank with the Department of Banking and Insurance and posted on the bank's website in a prominent location. A meeting noticed during a state of emergency to be held by means of remote communication may be held by means of remote communication even if the state of emergency ends prior to the day and hour noticed for the meeting.
The bill provides that a stockholder participating in a meeting of stockholders by means of remote communication shall be deemed present in person and shall be entitled to vote at the meeting. In any meeting conducted in part or solely by means of remote communication, the bank is required to implement reasonable measures to:
(a) verify that each person participating remotely is a stockholder or a proxy of a stockholder;
(b) provide each stockholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the stockholders, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
(c) record and maintain a record of any votes or other actions taken by remote communication at the meeting.
The bill provides that, with regard to remote meetings conducted by for-profit corporations, during a state of emergency declared by the Governor, a meeting of shareholders may be held solely by means of remote communication and not in any physical location to the extent the board authorizes and adopts guidelines and procedures governing such a meeting. Meetings of shareholders may be held solely by means of remote communication even if the state of emergency ends prior to the day and hour of the meeting, provided that certain information is disseminated. The bill also allows for corporations with securities registered under the "Securities Exchange Act of 1934" to conduct meetings solely by means of remote communication under certain circumstances.
The bill provides that, with regard to remote meetings conducted by nonprofit corporations, a meeting noticed for a physical location may be changed to a meeting conducted by remote communication by providing notice of the day and hour of the meeting, the nature of the business to be transacted, and the means of remote communication to be used in a document posted by the corporation on its website in a prominent location. Further, a meeting noticed during a state of emergency to be held by means of remote communication may be held by means of remote communication even if the state of emergency ends prior to the day and hour noticed for the meeting.
