The Georgia house passed H.B. 306 on Wednesday, February 26, 2021 to amend O.C.G.A. §14-2-701 allowing for remote shareholders meetings.
As the COVID-19 pandemic continues to affect businesses across the country, Georgia has decided to amend the Corporate Code to allow for the use of remote video conferences for both annual shareholders' meetings and special meetings of the shareholders. The amendments allow for such remote video conferences unless the bylaws or articles of incorporation expressly state otherwise.
The same amendment also includes a new code section, O.C.G.A. §14-2-708, that allows for shareholders and holders of proxies of any class or series to be deemed present in person, vote at meetings, and otherwise participate in such meetings despite the remote access so long as each act is authorized by the board of directors.
The corporation will be tasked with implementing reasonable procedures to verify that the person on the remote video conference is actually a shareholder or holder of the proxy, however, a one-time password that is unique to each shareholder will probably take care of the task. Many video conferencing platforms implement such an action item in their product.
The bill has been sent to the Senate and referred to committee.