Tenn. Code Ann. § 48-57-109: Participation of member or proxyholder in meeting by means of remote communication

(a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit one (1) or more members or proxyholders to participate in a regular or a special meeting by, and the corporation may conduct the meeting through the use of, any 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 member entitled to vote or proxyholder of a member entitled to vote; (2) The corporation implements reasonable measures to provide members and proxyholders 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 proceedings of the meeting substantially concurrently with the proceedings; and (3) The corporation maintains a record of each vote or other action taken by a member or proxyholder that is taken by means of remote communication. (b) A member or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting. Added by 2022 Tenn. Acts, ch. 704,s 1, eff. 7/1/2022.

(a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit one (1) or more members or proxyholders to participate in a regular or a special meeting by, and the corporation may conduct the meeting through the use of, any 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 member entitled to vote or proxyholder of a member entitled to vote; (2) The corporation implements reasonable measures to provide members and proxyholders 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 proceedings of the meeting substantially concurrently with the proceedings; and (3) The corporation maintains a record of each vote or other action taken by a member or proxyholder that is taken by means of remote communication.

(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 entitled to vote or proxyholder of a member entitled to vote;

(2) The corporation implements reasonable measures to provide members and proxyholders 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 proceedings of the meeting substantially concurrently with the proceedings; and

(3) The corporation maintains a record of each vote or other action taken by a member or proxyholder that is taken by means of remote communication.

(b) A member or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting.