§ 6012 — Qualification of voters

§ 6012. Qualification of voters. 1. Every stockholder of record shall\nbe entitled at every meeting of stockholders to one vote for every share\nstanding in his name on the record of stockholders, unless otherwise\nprovided in the organization certificate.\n 2. Treasury shares and shares held by another corporation of any type\nor kind, whether or not formed under any law of this state, if a\nmajority of the shares entitled to vote in the election of directors of\nsuch other corporation is beneficially owned by the corporation, shall\nnot be shares entitled to vote or to be counted in determining the total\nnumber of outstanding shares.\n 3. Shares held by an administrator, executor, guardian, conservator,\ncommittee, or other fiduciary, except a trustee, may be voted by him,\neither in person or by proxy, without transfer of such shares into his\nname. Shares held by a trustee may be voted by him, either in person or\nby proxy, only after the shares have been transferred into his name as\ntrustee or into the name of his nominee. Shares of its own stock held by\na trust company as sole trustee, whether registered in its own name as\nsuch trustee or in the name of its nominee, shall not be voted by the\nregistered owner in the election of directors unless under the terms of\nthe trust the manner in which such shares shall be voted may be\ndetermined by a donor or beneficiary of the trust and unless such donor\nor beneficiary actually directs how such shares shall be voted, and\nshares of its own stock held by a trust company and one or more persons\nas trustees may be voted by such other person or persons, as trustees,\nin the same manner as if he or they were the sole trustee.\n 4. Shares held by or under the control of a receiver may be voted by\nhim without the transfer thereof into his name if authority so to do is\ncontained in an order of the court by which such receiver was appointed.\n 5. A stockholder whose shares are pledged shall be entitled to vote\nsuch shares until the shares have been transferred into the name of the\npledgee, or a nominee of the pledgee.\n 6. Redeemable shares which have been called for redemption shall not\nbe deemed to be outstanding shares for the purpose of voting or\ndetermining the total number of shares entitled to vote on any matter on\nand after the date on which written notice of redemption has been sent\nto holders thereof and a sum sufficient to redeem such shares has been\ndeposited with a bank or trust company with irrevocable instruction and\nauthority to pay the redemption price to the holders of the shares upon\nsurrender of certificates therefor.\n 7. Shares standing in the name of another corporation of any type or\nkind, whether or not formed under any law of this state, may be voted by\nsuch officer, agent or proxy as the by-laws of such corporation may\nprovide, or, in the absence of such provision, as the board of such\ncorporation may determine.\n 8. When shares are registered on the record of stockholders of a\ncorporation in the name of, or have passed by operation of law or by\nvirtue of any deed of trust or other instrument to two or more\nfiduciaries, and dispute arises among them in respect to voting thereon,\nsuch shares may be voted by a majority of such fiduciaries, and in such\nmanner and for such purpose as such majority shall direct, and if the\nfiduciaries shall be equally divided as to voting such shares, any court\nhaving jurisdiction of their accounts, upon petition by any of such\nfiduciaries or by any party in interest, may direct the voting of such\nshares for the best interest of the beneficiaries. This subdivision\nshall not apply in any case where the instrument or order of the court\nappointing such fiduciaries shall otherwise direct how such shares shall\nbe voted. Nor shall this subdivision apply to any fiduciaries appointed\nby a court prior to May sixth, nineteen hundred eighteen, or by last\nwill and testament of a decedent, whose death occurred prior to such\ndate, or by deed of trust or other instrument made prior to May first,\nnineteen hundred fifty-six, nor to shares at any time transferred to or\nheld by fiduciaries so appointed.\n 9. Notwithstanding the foregoing subdivisions, a corporation shall be\nprotected in treating the persons in whose names shares stand on the\nrecord of stockholders as the owners thereof for all purposes.\n