New Jersey § 14a:5-1

§ 14a:5-1.

(1) Meetings of shareholders of every corporation organized for any purpose under

any general or special law of this State may, unless otherwise provided by law, be

held at such place, within or without this State, as may be provided in the by-laws

or as may be fixed by the board pursuant to authority granted by the by-laws. In the absence of any such provision, all meetings shall be held at the registered

office of the corporation. A meeting of shareholders may be held solely or in part by means of remote communication to the extent the board authorizes and adopts guidelines

and procedures governing such a meeting. (2) One or more shareholders may participate in a meeting of shareholders by means

of remote communication to the extent the board authorizes that participation , including the authorization of a meeting of shareholders held solely by means of

remote participation . Shareholder meetings conducted in part or solely by means of remote communication and any shareholder's remote participation in those meetings shall be subject to

those guidelines and procedures as the board adopts, and shall be in conformity with

subsection 14A:5-1(3). (3) A shareholder participating in a meeting of shareholders by means of remote communication

in reliance upon subsection 14A:5-1(1) shall be deemed present in person and shall

be entitled to vote at the meeting regardless of whether that meeting is held at a

designated place or solely by means of remote communication. In any shareholder meeting conducted in part or solely by means of remote communication

in reliance upon subsection 14A:5-1(1), the corporation shall implement reasonable

measures to: (a) verify that each person participating remotely is a shareholder or a proxy of

a shareholder; (b) provide each shareholder participating remotely with a reasonable opportunity

to participate in the meeting, including an opportunity to vote on matters submitted

to the shareholders, and to read or hear the proceedings of the meeting substantially

concurrently with those proceedings; and (c) record and maintain a record of any shareholder votes or other actions taken by

remote communication at the meeting.