§ 609 — Proxies

§ 609. Proxies.\n (a) Every shareholder entitled to vote at a meeting of shareholders or\nto express consent or dissent without a meeting may authorize another\nperson or persons to act for him by proxy.\n (b) No proxy shall be valid after the expiration of eleven months from\nthe date thereof unless otherwise provided in the proxy. Every proxy\nshall be revocable at the pleasure of the shareholder executing it,\nexcept as otherwise provided in this section.\n (c) The authority of the holder of a proxy to act shall not be revoked\nby the incompetence or death of the shareholder who executed the proxy\nunless, before the authority is exercised, written notice of an\nadjudication of such incompetence or of such death is received by the\ncorporate officer responsible for maintaining the list of shareholders.\n (d) Except when other provision shall have been made by written\nagreement between the parties, the record holder of shares which he\nholds as pledgee or otherwise as security or which belong to another,\nshall issue to the pledgor or to such owner of such shares, upon demand\ntherefor and payment of necessary expenses thereof, a proxy to vote or\ntake other action thereon.\n (e) A shareholder shall not sell his vote or issue a proxy to vote to\nany person for any sum of money or anything of value, except as\nauthorized in this section and section 620 (Agreements as to voting;\nprovision in certificate of incorporation as to control of directors);\nprovided, however, that this paragraph shall not apply to votes, proxies\nor consents given by holders of preferred shares in connection with a\nproxy or consent solicitation made available on identical terms to all\nholders of shares of the same class or series and remaining open for\nacceptance for at least twenty business days.\n (f) A proxy which is entitled "irrevocable proxy" and which states\nthat it is irrevocable, is irrevocable when it is held by any of the\nfollowing or a nominee of any of the following:\n (1) A pledgee;\n (2) A person who has purchased or agreed to purchase the shares;\n (3) A creditor or creditors of the corporation who extend or continue\ncredit to the corporation in consideration of the proxy if the proxy\nstates that it was given in consideration of such extension or\ncontinuation of credit, the amount thereof, and the name of the person\nextending or continuing credit;\n (4) A person who has contracted to perform services as an officer of\nthe corporation, if a proxy is required by the contract of employment,\nif the proxy states that it was given in consideration of such contract\nof employment, the name of the employee and the period of employment\ncontracted for;\n (5) A person designated by or under an agreement under paragraph (a)\nof section 620.\n (g) Notwithstanding a provision in a proxy, stating that it is\nirrevocable, the proxy becomes revocable after the pledge is redeemed,\nor the debt of the corporation is paid, or the period of employment\nprovided for in the contract of employment has terminated, or the\nagreement under paragraph (a) of section 620 has terminated; and, in a\ncase provided for in subparagraphs (f) (3) or (4), becomes revocable\nthree years after the date of the proxy or at the end of the period, if\nany, specified therein, whichever period is less, unless the period of\nirrevocability is renewed from time to time by the execution of a new\nirrevocable proxy as provided in this section. This paragraph does not\naffect the duration of a proxy under paragraph (b).\n (h) A proxy may be revoked, notwithstanding a provision making it\nirrevocable, by a purchaser of shares without knowledge of the existence\nof the provision unless the existence of the proxy and its\nirrevocability is noted conspicuously on the face or back of the\ncertificate representing such shares.\n (i) Without limiting the manner in which a shareholder may authorize\nanother person or persons to act for him as proxy pursuant to paragraph\n(a) of this section, the following shall constitute a valid means by\nwhich a shareholder may grant such authority.\n (1) A shareholder may execute a writing authorizing another person or\npersons to act from him as proxy. Execution may be accomplished by the\nshareholder or the shareholder's authorized officer, director, employee\nor agent signing such writing or causing his or her signature to be\naffixed to such writing by any reasonable means including, but not\nlimited to, by facsimile signature.\n (2) A shareholder may authorize another person or persons to act for\nthe shareholder as proxy by transmitting or authorizing the transmission\nof a telegram, cablegram or other means of electronic transmission to\nthe person who will be the holder of the proxy or to a proxy\nsolicitation firm, proxy support service organization or like agent duly\nauthorized by the person who will be the holder of the proxy to receive\nsuch transmission, provided that any such telegram, cablegram or other\nmeans of electronic transmission must either set forth or be submitted\nwith information from which it can be reasonably determined that the\ntelegram, cablegram or other electronic transmission was authorized by\nthe shareholder. If it is determined that such telegrams, cablegrams or\nother electronic transmissions are valid, the inspectors or, if there\nare no inspectors, such other persons making that determination shall\nspecify the nature of the information upon which they relied.\n (j) Any copy, facsimile telecommunication or other reliable\nreproduction of the writing or transmission created pursuant to\nparagraph (i) of this section may be substituted or used in lieu of the\noriginal writing or transmission for any and all purposes for which the\noriginal writing or transmission could be used, provided that such copy,\nfacsimile telecommunication or other reproduction shall be a complete\nreproduction of the entire original writing or transmission.\n