KRS 273.195: Remote communication.

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

meeting of members, 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 by

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, members and proxy

holders not physically present at a meeting of members may by means of remote

communication:

(a) Participate in a meeting of members; and

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

meeting is to be held at a designated place or solely by mean s 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 member or proxy holder;

2. The corporation implements reas onable measures to provide members

and proxy holders referred to in subparagraph 1. of this paragraph a

reasonable opportunity to participate in the meeting and to vote on

matters submitted to the members, including an opportunity to read or

hear the proce edings of the meeting substantially concurrently with the

proceedings; and

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

a member or proxy holder by means of remote communication. The

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

taken.