1.If the articles or bylaws permit proxy voting, a member may cast or authorize the
casting of a vote by:
a.Filing a nonelectronic written appointment of a proxy signed by the member, with
an officer of a corporation at or before the meeting at which the appointment is to
be effective; or
b.Telephonic transmission or authenticated electronic communication whether or
not accompanied by written instructions of the member, of an appointment of a
proxy with the corporation or the corporation's duly authorized agent at or before
the meeting at which the appointment is to be effective.
2.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 months
unless a different period is expressly
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1. If the articles or bylaws permit proxy voting, a member may cast or authorize the
casting of a vote by:
a. Filing a nonelectronic written appointment of a proxy signed by the member, with
an officer of a corporation at or before the meeting at which the appointment is to
be effective; or
b. Telephonic transmission or authenticated electronic communication whether or
not accompanied by written instructions of the member, of an appointment of a
proxy with the corporation or the corporation's duly authorized agent at or before
the meeting at which the appointment is to be effective.
2. 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 months
unless a different period is expressly provided in the appointment. However, a proxy is
not valid for more than three years from its date of execution.
3. An appointment of a proxy is revocable by the member. Appointment of a proxy is
revoked by the person appointing the proxy by attending a meeting and voting in
person, or signing and delivering to the officer or agent authorized to tabulate proxy
votes either a writing stating that the appointment of the proxy is revoked, or a later
appointment. Revocation in either manner revokes all prior proxy appointments and is
effective when filed with an officer of the corporation.
4. The death or incapacity of the member appointing a proxy does not affect the right of
the corporation to accept the authority of the proxy unless notice of the death or
incapacity is received by an officer authorized to tabulate votes before the proxy
exercises authority under the appointment.
5. Subject to section 10-33-78 and an express limitation on the authority of the proxy
appearing on the face of the appointment form, a corporation is entitled to accept the
vote or other action of the proxy as that of the member making the appointment.
6. The vote of a proxy is final, binding, and not subject to challenge, but the proxy is
liable to the member for damages resulting from a failure to exercise the proxy or from
an exercise of the proxy in violation of the authority granted in the appointment.
7. Unless the appointment specifically provides otherwise, if two or more persons are
appointed as proxies for a member, any one of them may vote on each item of
business in accordance with specific instructions contained in the appointment, but if
no specific instructions are contained in the appointment with respect to voting on a
particular item of business, a majority of the proxies have the authority conferred by
the instrument. If the proxies are equally divided, they share the vote equally.