The last sentence of California Corporations Code Section 600(e) imposes a significant limitation on the ability of California corporations to hold virtual-only meetings:
A corporation shall not conduct 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 either: (A) all of the shareholders consent; or (B) the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207.
No virtual only meetings, no peace?
Last month, Assembly Member Phillip Chen introduced legislation, AB 1780, which would expressly authorize meetings to be held at "no place" and delete the above sentence. The bill also rewrites Section 20 of the Corporations Code, which defines "electronic transmission by the corporation" and makes changes to Section 601. Those who simply can not wait for these changes will be pleased to know that the bill was introduced as an "urgency measure", meaning that it would take effect immediately upon enactment (Cal. Const. Art. IV, § 8(c)(3)). Whatever the merits of the proposed changes, it strains credulity to claim that it is "necessary for the immediate preservation of the public peace, health, or safety within the meaning of Article IV of the California Constitution".
For those wondering about my title's reference to "utopian meetings", the word "utopian" is derived from the Greek words οὐ, meaning not or no, and τόπος, meaning place. Etymologically speaking therefore, a utopia is no place. More than a half millenium ago , Sir Thomas More wrote a book titled "Utopia" about a perfect island state. Because the island was imaginary, it was in fact no place at all. But there was more to More's title than that. When spoken οὐ sounds very similar to another Greek word -εὖ, meaning well or good. Hence, More's title is a 500 year-old paronomasia or pun on the word εὖ-τόπος, or good place.