§ 23-17-11-9 — Acceptance or rejection of votes; liability; validity of corporate action

(a) If the name signed on a vote, consent,
waiver, or proxy appointment corresponds to the name of a member,
the corporation, if acting in good faith, may accept the vote, consent,
waiver, or proxy appointment and give the vote, consent, waiver, or
proxy appointment effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of the member, the
corporation, if acting in good faith, may accept the vote, consent,
waiver, or proxy appointment and give the vote, consent, waiver, or
proxy appointment effect as the act of the member if the following
conditions exist:
(1) The member is an entity and the name signed purports to be
that of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact of
the member and, if the corporation requests, evidence acceptable
to the corporation of the signatory's authority to sign for the
member has been presented with respect to the vote, consent,
waiver, or proxy appointment.
(3) At least two (2) persons hold the membership as cotenants or
fiduciaries and the name signed purports to be the name of at least
one (1) of the coholders and the person signing appears to be
acting on behalf of all the coholders.
(4) In the case of a mutual benefit corporation the following
conditions exist:
(A) The name signed purports to be that of an administrator, an
executor, a guardian, or a conservator representing the member
and, if the corporation requests, evidence of fiduciary status
acceptable to the corporation has been presented with respect
to the vote, consent, waiver, or proxy appointment.
(B) The name signed purports to be that of a receiver or trustee
in bankruptcy of the member and, if the corporation requests,
evidence of this status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or proxy
appointment.
(c) The corporation may reject a vote, consent, waiver, or proxy
appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt
about any of the following:
(1) The validity of the signature on the vote, consent, waiver, or
proxy appointment.
(2) The signatory's authority to sign for the member.
(d) A corporation and a corporation's officer or agent who accepts
or rejects a vote, consent, waiver, or proxy appointment in accordance
with the standards of this section are not liable in damages to the
member for the consequences of the acceptance or rejection.
(e) A corporate action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section is valid
unless a court of competent jurisdiction determines otherwise.

Legislative History

As added by P.L.179-1991, SEC.1.