(1)If the name
signed on a vote, consent, written ballot, waiver, proxy appointment, or proxy
appointment revocation corresponds to the name of a member, the nonprofit
corporation, if acting in good faith, is entitled to accept the vote, consent, written
ballot, waiver, proxy appointment, or proxy appointment revocation and to give it
effect as the act of the member.
(2)If the name signed on a vote, consent, written ballot, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name of
a member, the nonprofit corporation, if acting in good faith, is nevertheless entitled
to accept the vote, consent, written ballot, waiver, proxy appointment, or proxy
appointment revocation and to give it effect as the act of the member if:
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(1) If the name
signed on a vote, consent, written ballot, waiver, proxy appointment, or proxy
appointment revocation corresponds to the name of a member, the nonprofit
corporation, if acting in good faith, is entitled to accept the vote, consent, written
ballot, waiver, proxy appointment, or proxy appointment revocation and to give it
effect as the act of the member.
(2) If the name signed on a vote, consent, written ballot, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name of
a member, the nonprofit corporation, if acting in good faith, is nevertheless entitled
to accept the vote, consent, written ballot, waiver, proxy appointment, or proxy
appointment revocation and to give it effect as the act of the member if:
(a) The member is an entity and the name signed purports to be that of an
officer or agent of the entity;
(b) The name signed purports to be that of an administrator, executor,
guardian, or conservator representing the member and, if the nonprofit corporation
requests, evidence of fiduciary status acceptable to the nonprofit corporation has
been presented with respect to the vote, consent, written ballot, waiver, proxy
appointment, or proxy appointment revocation;
(c) The name signed purports to be that of a receiver or trustee in
bankruptcy of the member and, if the nonprofit corporation requests, evidence of
this status acceptable to the nonprofit corporation has been presented with respect
to the vote, consent, written ballot, waiver, proxy appointment, or proxy
appointment revocation;
(d) The name signed purports to be that of a pledgee, beneficial owner, or
attorney-in-fact of the member and, if the nonprofit corporation requests, evidence
acceptable to the nonprofit corporation of the signatory's authority to sign for the
member has been presented with respect to the vote, consent, written ballot,
waiver, proxy appointment, or proxy appointment revocation;
(e) Two or more persons are the member as cotenants or fiduciaries and the
name signed purports to be the name of at least one of the cotenants or fiduciaries
and the person signing appears to be acting on behalf of all the cotenants or
fiduciaries; or
(f) The acceptance of the vote, consent, written ballot, waiver, proxy
appointment, or proxy appointment revocation is otherwise proper under rules
established by the nonprofit corporation that are not inconsistent with the
provisions of this subsection (2).
(3) The nonprofit corporation is entitled to reject a vote, consent, written
ballot, waiver, proxy appointment, or proxy appointment revocation if the secretary
or other officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or about the
signatory's authority to sign for the member.
(4) The nonprofit corporation and its officer or agent who accepts or rejects
a vote, consent, written ballot, waiver, proxy appointment, or proxy appointment
revocation in good faith and in accordance with the standards of this section are not
liable in damages for the consequences of the acceptance or rejection.
(5) Corporate action based on the acceptance or rejection of a vote, consent,
written ballot, waiver, proxy appointment, or proxy appointment revocation under
this section is valid unless a court of competent jurisdiction determines otherwise.