§ 23-1-30-3 — Voting of shares; appointment of proxy

(a) A shareholder may vote the shareholder's
shares in person or by proxy.
(b) A shareholder may authorize a person or persons to act for the
shareholder as proxy by any of the following:
(1) A shareholder or the shareholder's designated officer, director,
employee, or agent may execute a writing by:
(A) signing it; or
(B) causing the shareholder's signature or the signature of the
designated officer, director, employee, or agent of the
shareholder to be affixed to the writing by any reasonable
means, including by facsimile signature.
(2) A shareholder may transmit or authorize the transmission of
an electronic submission. The electronic submission:
(A) may be transmitted by any electronic means, including data
and voice telephonic communications and computer network;
(B) may be transmitted to:
(i) the person who will be the holder of the proxy;
(ii) a proxy solicitation firm; or
(iii) a proxy support service organization or similar agency
authorized by the person who will be the holder of the proxy
to receive the electronic submission; and
(C) must either contain or be accompanied by information from
which it can be determined that the electronic submission was
transmitted by or authorized by the shareholder.
(3) Any other method allowed by law.
(c) A copy, facsimile telecommunication, or other reliable
reproduction of the writing or electronic submission created under
subsection (b)(1) or (b)(2) may be used instead of the original writing
or electronic submission for all purposes for which the original writing
or electronic submission may be used if the copy, facsimile
telecommunication, or other reproduction is a complete copy of the
entire original writing or electronic submission.
(d) 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 eleven (11) months unless a shorter or longer
period is expressly provided in the appointment.
(e) An appointment of a proxy is revocable by the shareholder
unless the appointment conspicuously states that it is irrevocable and
the appointment is coupled with an interest. Appointments coupled
with an interest include the appointment of:
(1) a pledgee;
(2) a person who purchased or agreed to purchase the shares;
(3) a creditor of the corporation who extended it credit under
terms requiring the appointment;
(4) an employee of the corporation whose employment contract
requires the appointment; or
(5) a party to a voting agreement created under IC 23-1-31-2.
(f) 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.
(g) An appointment made irrevocable under subsection (e) is
revoked when the interest with which it is coupled is extinguished.
(h) 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.
(i) Subject to section 5 of this chapter and to any express limitation
on the proxy's authority contained in the writing or electronic
submission, a corporation is entitled to accept the proxy's vote or other
action as that of the shareholder making the appointment.

Legislative History

As added by P.L.149-1986, SEC.14. Amended by P.L.107-1987, SEC.8; P.L.9-1998, SEC.1.