Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless one or more of the following conditions apply:
(A) all of the shareholders consent;
(B) the board determines it is necessary or appropriate because of an emergency, as defined in Section 207(i)(5); or
(C) notwithstanding the absence of consent from all shareholders pursuant to (A) or subdivision (b) of Section 20, the meeting is conducted on or before December 31, 2025, and includes a live audiovisual feed for the duration of the meeting.
Cal. Corp. Code § 600(e).
Last week, Assembly Member Phillip Chen introduced a bill, AB 231, that would allow a corporation holding a meeting pursuant to (C) above to offer in addition to remote audiovisual feed, an audio-only means by which a shareholder or proxyholder may participate provided that the choice between participating via audiovisual or via audio-only means is made by the shareholder or proxyholder and the corporation does not impose any barriers to either mode of participation. Note that the audio-only option is only permitted if the corporation also offers a live audiovisual feed. Also, this option would not be available for meetings held after December 31, 2025 as it is premised on a meeting authorized under (C) above.