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Meetings through video conferencing require strict procedural safeguards and cannot be used to approve annual financial statements. Rules require robust procedures for Board meetings by video conferencing-including at least one in-person attendance per director yearly, prior notice and confirmation, roll call identification, secure audio-visual facilities, recording and preservation of proceedings, and deeming the scheduled venue as the meeting place. Certain matters, notably approval of annual financial statements and the Board's report, cannot be transacted via audio-visual meetings. The Board must form specified committees, establish a vigil mechanism with protections, exercise listed powers only at meetings, maintain prescribed registers for loans, guarantees and investments, ensure director disclosures, and obtain member approval for payments to directors on loss of office under set conditions.
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Provisions expressly mentioned in the judgment/order text.
Meetings through video conferencing require strict procedural safeguards and cannot be used to approve annual financial statements.
Rules require robust procedures for Board meetings by video conferencing-including at least one in-person attendance per director yearly, prior notice and confirmation, roll call identification, secure audio-visual facilities, recording and preservation of proceedings, and deeming the scheduled venue as the meeting place. Certain matters, notably approval of annual financial statements and the Board's report, cannot be transacted via audio-visual meetings. The Board must form specified committees, establish a vigil mechanism with protections, exercise listed powers only at meetings, maintain prescribed registers for loans, guarantees and investments, ensure director disclosures, and obtain member approval for payments to directors on loss of office under set conditions.
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