When authorized by the board of directors, and subject to such guidelines and procedures as such board of directors may adopt, members not physically present at a meeting of the corporation may, by means of remote communication:

(1) Participate in a meeting of members; and

(2) Be deemed present in person and vote at a meeting of members, whether such meeting is held at a designated place or held wholly by means of remote communication, provided that:

(A) The corporation implements reasonable procedures to verify that each person deemed present at the meeting by means of remote communication is a member or holder of a proxy; and

(B) When any member or holder of a proxy votes at the meeting by means of remote communication, a record of such vote or such other action shall be maintained by the corporation.