§ 28-13-6-5 — Acceptance or rejection of vote, consent, waiver, or proxy appointment; validity of signature

Indiana § 28-13-6-5

• Jurisdiction: Indiana
• Art. 13: CORPORATE GOVERNANCE
• Ch. 6: Voting by Shareholders

Text

(a) If the name signed on a vote, consent,
waiver, or proxy appointment corresponds to the name of a
shareholder, the corporation if acting in good faith is entitled to accept
the vote, consent, waiver, or proxy appointment and give it effect as the
act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of the corporation's
shareholder, the corporation if acting in good faith is nevertheless
entitled to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder if any of the following are
met:
(1) The shareholder 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 administrator,
executor, guardian, or conservator representing the shareholder
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.
(3) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder 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.
(4) The name signed purports to be that of a pledgee, a beneficial
owner, or an attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of
the signatory's authority to sign for the shareholder has been
presented with respect to the vote, consent, waiver, or proxy
appointment.
(5) Two (2) or more persons are the shareholder as cotenants or
fiduciaries and the name signed purports to be the name of at least
one (1) of the co-owners and the person signing appears to be
acting on behalf of all the co-owners.
(c) The corporation is entitled to 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 the validity of the signature on the vote, consent, waiver, or
proxy appointment or about the signatory's authority to sign for the
shareholder.
(d) The corporation and the 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 shareholder for the consequences of the acceptance or rejection.
(e) 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.14-1992, SEC.163.