Committee Report

April 6, 2023

H. 4049

Introduced by Reps. Sandifer, Anderson, West, McGinnis, Hardee, Brittain, Neese and W. Newton

 

S. Printed 04/06/23--H.

Read the first time February 28, 2023

 

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The committee on House Labor, Commerce and Industry

To who was referred a Bill (H. 4049) to amend the South Carolina Code of Laws by amending Sections 33-7-101 and 33-31-701, both relating to meetings, so as to allow for remote participation, etc., respectfully

Report:

That they have duly and carefully considered the same, and recommend that the same do pass:

 

WILLIAM SANDIFER for Committee.

 

statement of estimated fiscal impact

Explanation of Fiscal Impact

 

State Expenditure

This bill specifies that, with the authorization of the board of directors, corporations, partnerships, associations, and nonprofit corporations may allow shareholders and proxy holders to attend and participate in meetings remotely.  

 

This bill may result in a business amending its bylaws to allow remote attendance of meetings.  While bylaws may be attached to the articles of incorporation filed with the Secretary of State's Office, there is no requirement to do so.  Therefore, the Secretary of State's Office anticipates this bill will not impact the number of articles of incorporation being filed with the agency, and thereby, will have no impact on the agency.

 

 

Frank A. Rainwater, Executive Director

Revenue and Fiscal Affairs Office

 

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A bill

 

TO AMEND THE SOUTH CAROLINA CODE OF LAWS BY AMENDING SECTIONs 33-7-101 and 33-31-701, both RELATING TO MEETINGS, SO AS TO ALLOW FOR REMOTE PARTICIPATION.

 

Be it enacted by the General Assembly of the State of South Carolina:

 

SECTION 1.  Section 33-7-101 of the S.C. Code is amended by adding:

 

    (d) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, shareholders and proxy holders not physically present at an annual meeting of shareholders may, by means of remote communication:

       (1)   participate in an annual meeting of shareholders;

       (2)   be deemed present in person and vote at an annual meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:

           (i)    the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the annual meeting is a shareholder or proxy holder;

           (ii)   the corporation implements reasonable measures to provide shareholders or proxy holders a reasonable opportunity to participate in the annual meeting and to vote on matters submitted to the shareholders, including, without limitation, an opportunity to communicate and to read or hear the proceedings of the annual meeting substantially concurrently with such proceedings; and

           (iii)  if any shareholder or proxy holder votes or takes other action at the annual meeting by means of remote communication, a record of such vote or other action must be maintained by the corporation.

 

SECTION 2.  Section 33-31-701 of the S.C. Code is amended by adding:

 

    (g) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, members not physically present at annual or regular membership meetings may, by means of remote communication:

       (1)   participate in an annual or regular membership meeting;

       (2)   be deemed present in person and vote at an annual or regular membership meeting, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the annual or regular membership meeting is a member of the corporation.

 

SECTION 3.  This act takes effect upon approval by the Governor.

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