273.195 Remote communication. (1) (2) If the board of directors is authorized to determine the place of an annual or special meeting of members, the board of directors, in its sole discretion, may determine that the meeting shall not be held at any place but shall instead be held solely by means of remote communication under subsection (2) of this section. If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, members and proxy holders not physically present at a meeting of members may by means of remote communication: (a) Participate in a meeting of members; and (b) Be deemed present in person and vote at a meeting of members, whether such meeting is to be held at a designated place or solely by means of remote communication, if: 1. 2. 3. The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member or proxy holder; The corporation implements reasonable measures to provide members and proxy holders referred to in subparagraph 1. of this paragraph a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and The corporation records any vote or other action taken at the meeting by a member or proxy holder by means of remote communication. The corporation shall maintain as a record the recorded vote or other action taken. Effective: June 24, 2015 History: Created 2015 Ky. Acts ch. 34, sec. 74, effective June 24, 2015.