KRS 271B.7-080: Remote communication.

(1) If the board of directors is authorized to determine the place of an annual or special

meeting of shareholders, the board of directors, in its sole discretion, may determine

that the meeting shall not be held at any place but shall instead be held solely b y

means of remote communication under subsection (2) of this section.

(2) If authorized by the board of directors in its sole discretion, and subject to such

guidelines and procedures as the board of directors may adopt, shareholders and

proxyholders not p hysically present at a meeting of shareholders may by means of

remote communication:

(a) Participate in a meeting of shareholders; and

(b) Be deemed present in person and vote at a meeting of shareholders, whether

such meeting is to be held at a designated place or solely by means of remote

communication, if:

1. The corporation implements reasonable measures to verify that each

person deemed present and permitted to vote at the meeting by means of

remote communication is a shareholder or proxyholder;

2. The corporation implements reasonable measures to provide

shareholders and proxyholders referred to in subparagraph 1. of this

paragraph a reasonable opportunity to participate in the meeting and to

vote on matters submitted to the shareholders, including an opportunity

to read or hear the proceedings of the meeting substantially concurrently

with the proceedings; and

3. The corporation records any vote or other action taken at the meeting by

a shareholder or proxyholder by means of remote communication. The

corporation shall maintain as a record the recorded vote or other action

taken.