New Legislation Brings Technology into the Workplace

By: Katie Roberts, Fiveash Stanley

Georgia’s first confirmed case of COVID-19 was reported March 2, 2020. At the time, it was impossible to foresee the destructive ways in which the virus would impact lives and livelihoods.

If there is a silver lining, it’s that that pandemic has advanced the adoption and acceptance of technology across virtually all sectors. A great example is telehealth. A former federal official with the US Department of Health and Human Services noted last summer that “the pandemic has allowed us to push this revolution in healthcare delivery to new frontiers. Now that providers and patients have had a taste, it’s difficult to imagine in the telehealth genie going back into the bottle.”

LEgislation Changes

In Georgia, the legislature responded to advances in telehealth by codifying certain provisions. House Bill 307 authorizes health care professionals to provide telemedicine services from home and authorizes patients to receive telemedicine services from their home, workplace, or school. Health insurers cannot require a separate deductible or an in-person consultation before paying for telehealth services. While virtual and remote healthcare services have been growing in popularity, it’s unclear if protections would have been placed into state law without a pandemic spurring advances in the technology and acceptance among patients and providers.

This is just one of several examples. Early in the pandemic, Governor Brian Kemp announced the suspension or relaxation of several state regulations, including those related to the review of building plans and construction inspections , childcare centers , driver’s license and identification card expiration dates , and annual performance evaluations for Georgia’s students . Without these changes, construction would have stopped, childcare centers would have been forced to close, drivers would be illegally driving with expired licenses, and students would have been required to return to the school building simply for standardized testing.

The Governor also suspended enforcement sections 14-2-701 and 14-3-701 of Georgia statute, which require that Georgia corporations, both profit and nonprofit, hold annual meetings at “the place stated in or fixed in accordance with the bylaws.” For decades, this has been construed to require meetings to take place in person. This law was originally established to protect shareholders and the company employees. Other states expressly allow companies to hold virtual meetings or allow remote participation in meetings, but Georgia does not.

On March 20, the Governor specifically permitted Georgia corporations and nonprofits to hold annual or special meetings of shareholders virtually. The Executive Order pertained to shareholder meetings scheduled to occur through the end of the state of emergency. A month later, Governor Kemp extended the suspension to apply to meetings even after the state of emergency.

The move to allow virtual shareholder meetings was so popular that the General Assembly sought to codify it when they returned to Atlanta in January. The legislation, House Bill 306, allows the board of directors of corporations and non-profit corporations to hold annual and special shareholder meetings wholly or partially by means of remote communication unless expressly disallowed by the organization’s by-laws or articles of incorporation.

Georgia Secretary of State Brad Raffensperger, whose office is responsible for annual corporate filings, noted that “especially considering the risk large annual meetings would pose to public health, virtual meetings provide a way for business to meet their responsibilities to their shareholders and to prevent further spread of COVID-19.”

Making the Most of New Considerations

With this provision now protected in state law, how can organizations leverage technology to take full advantage?

prohibited from conducted shareholder meetings virtually in whole or in part. It may be necessary to amend these documents to permit such meetings.

Corporate law experts recommend that if the Board of Directors determines that virtual meetings are warranted, they should draft a formal resolution explaining the necessary guidelines and procedures for hosting, participating in, and voting during the meeting.

The company must also take reasonable privacy and verification measures, ensuring that only actual shareholders or proxyholders access and participate in the meeting. Verification measures may need to be added to proxy materials or other items distributed before the meeting. Companies should discuss specific circumstances with their legal counsel.

Finally, companies should select a virtual meeting service provider that allows participants to contribute and vote “substantially concurrently” with the proceedings, as required by law. Virtual shareholders and proxyholders must participate synchronously, not merely observe the meeting. The company must maintain a record of any votes, motions, or other actions taken at the meeting by a remote or virtual participant, the same as they would actions taken by an in-person attendee.

Companies should also consider rules established by the US Securities and Exchange Commission and the Georgia Business Corporate Code when determining the suitability of virtual meetings.

Like many COVID-era policies, this started as a temporary solution to a momentary problem. Both because of the duration of the pandemic and our willingness to use technology to adapt, what was temporary has now become permanent. While remote meetings may not be appropriate for all corporations at all times, having the legal option to be flexible and responsive is critical.

The information contained in this website is not intended to constitute legal advice. Readers should contact their attorney to obtain advice with respect to particular legal matters. Special thanks to the Georgia House Budget and Research Office for additional analysis of House Bill 306.