§ 17-16-724 — Corporation's acceptance of votes

Wyoming § 17-16-724

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 7: SHAREHOLDERS

Text

(a) If the name or network signature signed on a vote,
consent, waiver, or proxy appointment corresponds to the name or
data address of a shareholder, the corporation if acting in good
faith is entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder.
(b) If the name or network signature signed on a vote,
consent, waiver, or proxy appointment does not correspond to the
name or data address of its shareholder, the corporation if
acting in good faith is nevertheless entitled to accept the
vote, consent, waiver, or proxy appointment and give it effect
as the act of the shareholder if:
(i) The shareholder is an entity and the name or
network signature signed purports to be that of an officer or
agent of the entity;
(ii) The name or network signature signed purports to
be that of an administrator, executor, guardian, or conservator
representing the shareholder and, if the corporation requests,
evidence of fiduciary status acceptable to the corporation has
been presented with respect to the vote, consent, waiver, or
proxy appointment;
(iii) The name or network signature signed purports
to be that of a receiver or trustee in bankruptcy of the
shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, or proxy appointment;
(iv) The name or network signature signed purports to
be that of a pledgee, beneficial owner, or attorney-in-fact of
the shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to
sign for the shareholder has been presented with respect to the
vote, consent, waiver, or proxy appointment; or
(v) Two (2) or more persons are the shareholder as
cotenants or fiduciaries and the name or network signature
signed purports to be the name or data address of at least one
(1) of the coowners and the person signing appears to be acting
on behalf of all the coowners.
(c) The corporation is entitled to reject a vote, consent,
waiver, or proxy appointment if the secretary or other officer
or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the
shareholder.
(d) The corporation and its officer or agent who accepts
or rejects a vote, consent, waiver, or proxy appointment in good
faith and in accordance with the standards of this section or
W.S. 17-16-722(b) are not liable in damages to the shareholder
for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection
of a vote, consent, waiver, or proxy appointment under this
section or W.S. 17-16-722(b) is valid unless a court of
competent jurisdiction determines otherwise.