1. [­place] Unless the charter or bylaws designate a place, the board determines where to hold a stockholder meeting, including the possibility to hold a meeting solely by means of remote communication (cf. paragraph (2)).
2. [remote communication] If and subject to any rules authorized by the board, stockholders and proxyholders not physically present at a stockholder meeting may, by means of remote communication:
   1. Participate in the meeting; and
   2. Be deemed present in person and vote, provided that the corporation shall implement reasonable measures
      1. to verify that such person is a stockholder or proxyholder and
      2. to provide such person a reasonable opportunity to participate and to vote, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and
      3. maintain a record of any action taken by such person at the meeting.

[Written consent in lieu of an annual meeting] Notwithstanding the foregoing, no annual meeting is required if directors are elected by action by written consent and

• this consent is unanimous, or
• all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by the action.

If the annual meeting is not held on the designated date and no action by written consent in lieu of an annual meeting has been taken, the directors shall cause the meeting to be held as soon as is convenient.

If the delay exceeds 30 days, or if no date has been designated and 13 months have passed since the last annual meeting (or written consent in lieu thereof, or organization of the corporation), the Court of Chancery may summarily order a meeting upon the application of any stockholder or director. No quorum requirement applies to such meeting. The Court of Chancery may issue such orders as may be appropriate, including designating the time and place, record date, or form of notice for such meeting.