14-3-724. Proxies.

Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy.#

A member or his or her agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the member, the member’s agent, or the member’s attorney in fact authorized the electronic transmission.#

An appointment of a proxy is effective when a signed appointment form or electronic transmission of the appointment is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.#

An appointment of a proxy is revocable by the member.#

The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.#

Appointment of a proxy is revoked by the person appointing the proxy:#

1. (1)

   Attending any meeting and voting in person; or#

2. (2)

   Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.#

Subject to Code Section 14-3-727 and any express limitation on the proxy’s authority appearing on the face of the appointment form or in the electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.#

Any copy, facsimile transmission, or other reliable reproduction of the writing or electronic transmission created pursuant to subsection (b) of this Code section may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission.#

A corporation may adopt bylaws authorizing additional means or procedures for members to exercise rights granted by this Code section.#