§ 3-311

(a) On demand of a stockholder, a person may not vote any share of capital stock that, on the stock ledger of a commercial bank, appears to have been transferred within the preceding year, unless the person takes an oath as provided in this section.

(b) The challenged voter shall take an oath, before the judges of election or other officers of the meeting:

(1) That the voter is the true owner of the capital stock and that, without any understanding that the capital stock be transferred to the party from whom it was received, the voter:

(i) Bought and paid or secured payment for it with full consideration; or

(ii) Received it by inheritance, bequest, survivorship, distribution, or gift; or

(2) If the challenged voter is voting for a principal, by proxy or power of attorney:

(i) That the voter believes the principal bought and paid or secured payment for the capital stock with full consideration; or

(ii) That, to the best of the voter’s knowledge and belief, the principal is the true owner of the capital stock, having received it by inheritance, bequest, survivorship, distribution, or gift.

(c) This section does not prevent a stockholder from voting any share of capital stock that is pledged in good faith for a loan but has not been sold.