§ 612 — Qualification of voters

§ 612. Qualification of voters.\n (a) Every shareholder of record shall be entitled at every meeting of\nshareholders to one vote for every share standing in his name on the\nrecord of shareholders, unless otherwise provided in the certificate of\nincorporation.\n (b) Treasury shares and shares held by another domestic or foreign\ncorporation of any type or kind, if a majority of the shares entitled to\nvote in the election of directors of such other corporation is held by\nthe corporation, shall not be shares entitled to vote or to be counted\nin determining the total number of outstanding shares.\n (c) 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.\n (d) 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 (e) A shareholder 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 (f) 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 (g) Shares standing in the name of another domestic or foreign\ncorporation of any type or kind may be voted by such officer, agent or\nproxy as the by-laws of such corporation may provide, or, in the absence\nof such provision, as the board of such corporation may determine.\n (h) If shares are registered on the record of shareholders of a\ncorporation in the name of two or more persons, whether fiduciaries,\nmembers of a partnership, joint tenants, tenants in common, tenants by\nthe entirety or otherwise, or if two or more persons have the same\nfiduciary relationship respecting the same shares, unless the secretary\nof the corporation is given written notice to the contrary and is\nfurnished with a copy of the instrument or order appointing them or\ncreating the relationship wherein it is so provided, their acts with\nrespect to voting shall have the following effect:\n (1) If only one votes, the vote shall be accepted by the corporation\nas the vote of all;\n (2) If more than one vote, the act of the majority so voting shall be\naccepted by the corporation as the vote of all;\n (3) If more than one vote, but the vote is equally divided on any\nparticular matter, the vote shall be accepted by the corporation as a\nproportionate vote of the shares; unless the corporation has evidence,\non the record of shareholders or otherwise, that the shares are held in\na fiduciary capacity. Nothing in this paragraph shall alter any\nrequirement that the exercise of fiduciary powers be by act of a\nmajority, contained in any law applicable to such exercise of powers\n(including section 10-10.7 of the estates, powers and trusts law);\n (4) When shares as to which the vote is equally divided are registered\non the record of shareholders of a corporation in the name of, or have\npassed by operation of law or by virtue of any deed of trust or other\ninstrument to two or more fiduciaries, any court having jurisdiction of\ntheir accounts, upon petition by any of such fiduciaries or by any party\nin interest, may direct the voting of such shares for the best interest\nof the beneficiaries. This subparagraph shall not apply in any case\nwhere the instrument or order of the court appointing fiduciaries shall\notherwise direct how such shares shall be voted; and\n (5) If the instrument or order furnished to the secretary of a\ncorporation shows that a tenancy is held in unequal interests, a\nmajority or equal division for the purposes of this paragraph shall be a\nmajority or equal division in interest.\n (i) Notwithstanding the foregoing paragraphs, a corporation shall be\nprotected in treating the persons in whose names shares stand on the\nrecord of shareholders as the owners thereof for all purposes.\n