§ 16-6a-713 — Nonprofit corporation's acceptance of votes.

(1) If the name signed on any of the following corresponds to the name of a member, the nonprofit corporation, if acting in good faith, may accept and give the following effect as the act of the member:

(1)(a) a vote;
(1)(b) a consent;
(1)(c) a written ballot;
(1)(d) a waiver;
(1)(e) a proxy appointment; or
(1)(f) a proxy appointment revocation.
(2) If the name signed on any writing listed in Subsection (1) does not correspond to the name of a member, the nonprofit corporation, if acting in good faith, may accept the writing and give it effect as the act of the member if:

(2)(a) (2)(a)(i) the member is an entity; and
(2)(a)(ii) the name signed purports to be that of an officer or agent of the entity;
(2)(b) (2)(b)(i) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the member; and
(2)(b)(ii) evidence of fiduciary status acceptable to the nonprofit corporation with respect to the writing listed in Subsection (1) that:

(2)(b)(ii)(A) has been requested by the nonprofit corporation; and
(2)(b)(ii)(B) is presented to the nonprofit corporation;
(2)(c) (2)(c)(i) the name signed purports to be that of a receiver or trustee in bankruptcy of the member; and
(2)(c)(ii) evidence of this status acceptable to the nonprofit corporation with respect to the writing listed in Subsection (1) that:

(2)(c)(ii)(A) has been requested by the nonprofit corporation; and
(2)(c)(ii)(B) is presented to the nonprofit corporation;
(2)(d) (2)(d)(i) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member; and
(2)(d)(ii) evidence acceptable to the nonprofit corporation of the signatory's authority to sign for the member has been presented with respect to the writing listed in Subsection (1) that:

(2)(d)(ii)(A) has been requested by the nonprofit corporation; and
(2)(d)(ii)(B) is presented to the nonprofit corporation;
(2)(e) (2)(e)(i) two or more persons are the member as cotenants or fiduciaries;
(2)(e)(ii) the name signed purports to be the name of at least one of the cotenants or fiduciaries; and
(2)(e)(iii) the person signing appears to be acting on behalf of all the cotenants or fiduciaries; or
(2)(f) the acceptance of the writing listed in Subsection (1) is otherwise proper under rules established by the nonprofit corporation that are not inconsistent with this Subsection (2).
(3) The nonprofit corporation is entitled to reject a writing listed in Subsection (1) if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about:

(3)(a) the validity of the signature on it; or
(3)(b) the signatory's authority to sign for the member.
(4) The nonprofit corporation and its officer or agent who accepts or rejects a writing listed in Subsection (1) in good faith and in accordance with the standards of this section are not liable in damages for the consequences of the acceptance or rejection.
(5) Corporate action based on the acceptance or rejection of a writing listed in Subsection (1) under this section is valid unless a court of competent jurisdiction determines otherwise.

Legislative History

Enacted by Chapter 300, 2000 General Session