Section 322B.343 Remote Communications for Member Meetings
322B.343 REMOTE COMMUNICATIONS FOR MEMBER MEETINGS.
Subdivision 1.
MS 2000 [Renumbered subd 2]
Subdivision 1.Construction and application.
This section shall be construed and applied to:
(1) facilitate remote communication consistent with other applicable law; and
(2) be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices.
Subd. 2.
MS 2000 [Renumbered subd 3]
Subd. 2.Member meetings held solely by means of remote communication.
To the extent authorized in the articles, a member control agreement, or the bylaws, and determined by the board of governors, a regular or special meeting of members may be held solely by any combination of means of remote communication through which the members may participate in the meeting, if notice of the meeting is given to every owner of membership interests entitled to vote as would be required by this chapter for a meeting, and if the membership interests held by the members participating in the meeting would be sufficient to constitute a quorum at a meeting. Participation by a member by that means constitutes presence at the meeting in person or by proxy if all the other requirements of section 322B.363 are met.
Subd. 3.
MS 2000 [Renumbered subd 7]
Subd. 3.Participation in member meetings by means of remote communication.
To the extent authorized in the articles, a member control agreement, or the bylaws, and determined by the board of governors, a member not physically present in person or by proxy at a regular or special meeting of members may, by means of remote communication, participate in a meeting of members held at a designated place. Participation by a member by that means constitutes presence at the meeting in person or by proxy if all the other requirements of section 322B.363 are met.
Subd. 4.Requirements for meetings held solely by means of remote communication and for participation by means of remote communication.
In any meeting of members held solely by means of remote communication under subdivision 2 or in any meeting of members held at a designated place in which one or more members participate by means of remote communication under subdivision 3:
(1) the limited liability company shall implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a member; and
(2) the limited liability company shall implement reasonable measures to provide each member participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to:
(i) read or hear the proceedings of the meeting substantially concurrently with those proceedings;
(ii) if allowed by the procedures governing the meeting, have the member's remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and
(iii) if otherwise entitled, vote on matters submitted to the members.
Subd. 5.Notice to members.
(a) Any notice to members given by the limited liability company under any provision of this chapter, the articles, a member control agreement, or the bylaws by a form of electronic communication consented to by the member to whom the notice is given is effective when given. The notice is deemed given:
(1) if by facsimile communication, when directed to a telephone number at which the member has consented to receive notice;
(2) if by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice;
(3) if by a posting on an electronic network on which the member has consented to receive notice, together with separate notice to the member of the specific posting, upon the later of:
(i) the posting; and
(ii) the giving of the separate notice; and
(4) if by any other form of electronic communication by which the member has consented to receive notice, when directed to the member.
An affidavit of the secretary, other authorized manager, or authorized agent of the limited liability company, that the notice has been given by a form of electronic communication is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.
(b) Consent by a member to notice given by electronic communication may be given in writing or by authenticated electronic communication. The limited liability company is entitled to rely on any consent so given until revoked by the member, provided that no revocation affects the validity of any notice given before receipt by the limited liability company of revocation of the consent.
Subd. 6.Revocation.
Any ballot, vote, authorization, or consent submitted by electronic communication under this chapter may be revoked by the member submitting the ballot, vote, authorization, or consent so long as the revocation is received by a manager of the limited liability company at or before the meeting or before an action without a meeting is effective according to section 322B.656.
Subd. 7.Waiver.
Waiver of notice by a member of a meeting by means of authenticated electronic communication may be given in the manner provided in section 322B.34, subdivision 4. Participation in a meeting by means of remote communication described in subdivisions 2 and 3 is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting.
History:
1992 c 517 art 2 s 38; 1999 c 85 art 2 s 27,28,96; 2002 c 311 art 2 s 10