35-1-525. Proxies. (1) A shareholder may vote the shareholder's shares in person or by proxy.
(2) (a) A shareholder may appoint a proxy to vote or otherwise act for that shareholder by:
(i) signing an appointment form, either personally or by attorney-in-fact; or
(ii) transmitting or authorizing the transmission of an appointment by telegram, cablegram, telephone, fax, e-mail, internet, or other means of electronic transmission, provided that the transmission contains sufficient information to demonstrate that the transmission was authorized by the shareholder.
(b) The secretary or other officer or agent that receives the transmission shall determine whether or not the transmission was authorized by the shareholder based on the information contained in the transmission.
(c) The signature provisions of 35-1-527 pertaining to proxies do not apply to transmissions that are determined to be authorized under the provisions of this subsection (2).
(3) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form or transmission.
(4) Except as provided in subsection (6), an appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(a) a pledgee;
(b) a person who purchased or agreed to purchase the shares;
(c) a creditor of the corporation who extended it credit under terms requiring the appointment;
(d) an employee of the corporation whose employment contract requires the appointment; or
(e) a party to a voting agreement created under 35-1-533.
(5) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.
(6) An appointment made irrevocable under subsection (4) is revoked when the interest with which it is coupled is extinguished.
(7) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(8) Subject to 35-1-526 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
(9) A shareholder may not sell the shareholder's vote or issue a proxy to vote to any person for any sum of money or anything of value except as authorized in 35-1-532 and this section.
History: En. Sec. 58, Ch. 368, L. 1991; amd. Sec. 8, Ch. 229, L. 1999.