§ 603. Meetings of members.

* (a) Meetings of members may be held at such place, within or without
this state, as may be fixed by or under the by-laws or, if not so fixed,
as determined by the board of directors. For the duration of the state
disaster emergency declared by executive order two hundred two that
began on March seventh, two thousand twenty, or until December
thirty-first, two thousand twenty-one, whichever is later, the board of
directors may, in its sole discretion, determine that meetings of
members be held partially or solely by means of electronic
communication, the electronic service and/or platform by which the
meeting is held shall be the place of the meeting for purposes of this
article if a meeting is held solely by means of electronic
communication. Meetings conducted partially or solely by means of
electronic communications in reliance upon this paragraph and any
member's electronic participation in such meetings shall be subject to
those guidelines and procedures as the board adopts, provided the board
shall implement reasonable measures to: (1) verify that each person
participating electronically is a member or a proxy of a member; (2)
provide each member participating electronically with a reasonable
opportunity to participate in the meeting, including an opportunity to
propose, object to, and vote upon a specific action to be taken by the
members, and to see, 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 electronic
communication at the meeting.

* NB Separately amended; cannot be put together

* (a) Meetings of members may be held at such place, within or without
this state, as may be fixed by or under the by-laws or, if not so fixed,
as determined by the board of directors. The board of directors may,
unless otherwise restricted by the certificate of incorporation or the
by-laws, in its sole discretion, determine that meetings of members be
held partially or solely by means of electronic communication, the
electronic service and/or platform by which the meeting is held shall be
the place of the meeting for purposes of this article if a meeting is
held solely by means of electronic communication. Meetings conducted
partially or solely by means of electronic communications in reliance
upon this paragraph and any member's electronic participation in such
meetings shall be subject to those guidelines and procedures as the
board adopts, provided the board shall implement reasonable measures to:
(1) verify that each person participating electronically is a member or
a proxy of a member; (2) provide each member participating
electronically with a reasonable opportunity to participate in the
meeting, including an opportunity to propose, object to, and vote upon a
specific action to be taken by the members, and to see, 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 electronic communication at the meeting.

* NB Separately amended; cannot be put together

(b) A meeting of the members shall be held annually for the election
of directors and the transaction of other business on a date fixed by or
under the by-laws. Failure to hold the annual meeting on the date so
fixed or to elect a sufficient number of directors to conduct the
business of the corporation shall not work a forfeiture or give cause
for dissolution of the corporation, except as provided in paragraph (a)
of section 1102 (Judicial dissolution; petition by directors or members;
petition in case of deadlock among directors or members).

(c) Special meetings of the members may be called by the board and by
such person or persons as may be authorized by the certificate of
incorporation or the by-laws. In any case, such meetings may be convened
by the members entitled to cast ten per cent of the total number of
votes entitled to be cast at such meeting, who may, in writing, demand
the call of a special meeting specifying the date and month thereof,
which shall not be less than two nor more than three months from the
date of such written demand. The secretary of the corporation upon
receiving the written demand shall promptly give notice of such meeting,
or if he fails to do so within five business days thereafter, any member
signing such demand may give such notice. The meeting shall be held at
the place fixed in the by-laws or, if not so fixed, at the office of the
corporation.

(d) A corporation may provide in its certificate of incorporation or
by-laws adopted by the members for the election of representatives or
delegates, who, when assembled within or without the state as directed
by the certificate of incorporation or the by-laws, shall have and may
exercise all of the powers, rights and privileges of members at an
annual meeting. When so exercising the powers, rights and privileges of
members, such representatives or delegates shall be subject in all
respects to the provisions of this chapter governing members.