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Introduced Version Senate Bill 699 History

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sb699 intr
Senate Bill No. 699

(By Senators Caruth and Minard)

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[Introduced March 21, 2005; referred to the Committee

on the Judiciary.]

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A BILL to amend and reenact §31D-7-705 of the Code of West Virginia, 1931, as amended, relating to deleting the provision which allows shareholders to participate in corporate meetings by means of communication in which all shareholders may simultaneously hear each other.

Be it enacted by the Legislature of West Virginia:
That §31D-7-705 of the Code of West Virginia, 1931, as amended, be amended and reenacted to read as follows:
ARTICLE 7. SHAREHOLDERS.
§31D-7-705. Notice of meeting.
(a) A corporation is to notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b) Unless this chapter, the articles of incorporation or bylaws require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section seven hundred three or seven hundred seven of this article, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section seven hundred seven of this article, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
(f) Unless the articles of incorporation or bylaws provide otherwise, any shareholder may participate in a regular or special meeting by any means of communication by which all shareholders participating may simultaneously hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

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(NOTE: The purpose of this bill is to
delete the provision which allows shareholders to participate in corporate meetings by means of communication in which all shareholders may simultaneously hear each other.

Strike-throughs indicate language that would be stricken from the present law, and underscoring indicates new language that would be added.)
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