§ 602. Meetings of shareholders.

* (a) Meetings of shareholders may be held at such place, within or
without this state, as may be fixed by or under the by-laws, or if not
so fixed, as determined by the board of directors. For the duration of
the state disaster emergency declared by executive order two hundred two
that began on March seventh, two thousand twenty, or until December
thirty-first, two thousand twenty-one, whichever is later, if, pursuant
to this paragraph or the by-laws of the corporation, the board of
directors is authorized to determine the place of a meeting of
shareholders, the board of directors may, in its sole discretion,
determine that the meeting be held solely by means of electronic
communication, the platform/service of which shall be the place of the
meeting for purpose of this article.

* NB Separately amended; cannot be put together

* (a) Meetings of shareholders may be held at such place, within or
without this state, as may be fixed by or under the by-laws, or if not
so fixed, as determined by the board of directors. If, pursuant to this
paragraph or the by-laws of the corporation, the board of directors is
authorized to determine the place of a meeting of shareholders, the
board of directors may, in its sole discretion, determine that the
meeting be held solely by means of electronic communication, the
platform/service of which shall be the place of the meeting for purpose
of this article.

* NB Separately amended; cannot be put together

(b) (i) A corporation may, if authorized by the board of directors:
(1) implement reasonable measures to provide shareholders not physically
present at a shareholders' meeting a reasonable opportunity to
participate in the proceedings of the meeting substantially concurrently
with such proceedings; and/or (2) provide reasonable measures to enable
shareholders to vote or grant proxies with respect to matters submitted
to the shareholders at a shareholders' meeting by means of electronic
communication; provided that the corporation shall, if applicable, (A)
implement reasonable measures to verify that each person deemed present
and permitted to vote at the meeting by means of electronic
communication is a shareholder of record and (B) keep a record of any
vote or other action taken by a shareholder participating and voting by
means of electronic communications at a shareholders' meeting. A
shareholder participating in a shareholders' meeting by this means is
deemed to be present in person at the meeting.

(ii) Nothing required in subparagraph (i) of this paragraph shall
limit, restrict or supersede other forms of voting and participation.

(iii) For purposes of this paragraph, "reasonable measures" with
respect to participating in proceedings shall include, but not be
limited to, audio webcast or other broadcast of the meeting and for
voting shall include but not be limited to telephonic and internet
voting.

(c) A meeting of shareholders shall be held annually for the election
of directors and the transaction of other business on a date fixed by or
under the by-laws. A failure to hold the annual meeting on the date so
fixed or to elect a sufficient number of directors to conduct the
business of the corporation shall not work a forfeiture or give cause
for dissolution of the corporation, except as provided in paragraph (c)
of section 1104 (Petition in case of deadlock among directors or
shareholders).

(d) Special meetings of the shareholders may be called by the board
and by such person or persons as may be so authorized by the certificate
of incorporation or the by-laws. At any such special meeting only such
business may be transacted which is related to the purpose or purposes
set forth in the notice required by section 605 (Notice of meetings of
shareholders).

(e) Except as otherwise required by this chapter, the by-laws may
designate reasonable procedures for the calling and conduct of a meeting
of shareholders, including but not limited to specifying: (i) who may
call and who may conduct the meeting, (ii) the means by which the order
of business to be conducted shall be established, (iii) the procedures
and requirements for the nomination of directors, (iv) the procedures
with respect to the making of shareholder proposals, and (v) the
procedures to be established for the adjournment of any meeting of
shareholders. No amendment of the by-laws pertaining to the election of
directors or the procedures for the calling and conduct of a meeting of
shareholders shall affect the election of directors or the procedures
for the calling or conduct in respect of any meeting of shareholders
unless adequate notice thereof is given to the shareholders in a manner
reasonably calculated to provide shareholders with sufficient time to
respond thereto prior to such meeting.