§ 609 — Proxies

§ 609. Proxies.\n (a) Except as otherwise provided in the certificate of incorporation\nor the by-laws:\n (1) Every member entitled to vote at a meeting of members or to\nexpress consent or dissent without a meeting may authorize another\nperson or persons to act for him by proxy.\n (2) 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 member executing it, except as\notherwise provided in this section.\n (3) The authority of the holder of a proxy to act shall not be revoked\nby the incompetence or death of the member 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 or record of\nmembers.\n (4) Except when other provision shall have been made by written\nagreement between the parties, the record holder of capital certificates\nwhich he holds as pledgee or otherwise as security or which belong to\nanother, shall issue to the pledgor or to such owner of such capital\ncertificates, upon demand therefor and payment of necessary expenses\nthereof, a proxy to vote or take other action thereon.\n (5) A member shall not sell his vote or issue a proxy to vote to any\nperson for any sum of money or anything of value, except as authorized\nin this section and section 619 (Agreements as to voting).\n (6) 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 (A) A pledgee.\n (B) A person who has purchased or agreed to purchase the capital\ncertificates.\n (C) 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 (D) 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 (E) A person designated by or under an agreement under section 619.\n (7) 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 section 619 has terminated; and, in a case provided for\nin subparagraphs (6) (C) or (D), becomes revocable three years after the\ndate of the proxy or the end of the period, if any, specified therein,\nwhichever period is less, unless the period of irrevocability is renewed\nfrom time to time by the execution of a new irrevocable proxy as\nprovided in this section. This paragraph does not affect the duration of\na proxy under subparagraph (2).\n (8) A proxy may be revoked, notwithstanding a provision making it\nirrevocable, by a purchaser of capital certificates without knowledge of\nthe existence of the provision unless the existence of the proxy and its\nirrevocability is noted conspicuously on the face or back of the capital\ncertificate.\n (b) Without limiting the manner in which a member 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 member may grant such authority:\n (1) A member may execute a writing authorizing another person or\npersons to act for him as proxy. Execution may be accomplished by the\nmember or the member's authorized officer, director, employee or agent\nsigning such writing or causing his or her signature to be affixed to\nsuch writing by any reasonable means including, but not limited to, by\nfacsimile signature.\n (2) A member may authorize another person or persons to act for the\nmember as proxy by providing such authorization by electronic mail 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, provided that any such authorization by\nelectronic mail shall either set forth information from which it can be\nreasonably determined that the authorization by electronic mail was\nauthorized by the member. If it is determined that such authorization by\nelectronic mail is valid, the inspectors or, if there are no inspectors,\nsuch other persons making that determination shall specify the nature of\nthe information upon which they relied.\n (c) Any copy, facsimile telecommunication or other reliable\nreproduction of the writing or electronic mail created pursuant to\nparagraph (b) 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