14-2-722. Proxies.

A shareholder may vote his or her shares in person or by proxy.#

A shareholder or his or her agent or attorney in fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the shareholder, the shareholder’s agent, or the shareholder’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 inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment.#

An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:#

1. (1)

   A pledgee;#

2. (2)

   A person who purchased or agreed to purchase the shares;#

3. (3)

   A creditor of the corporation who extended it credit under terms requiring the appointment;#

4. (4)

   An employee of the corporation whose employment contract requires the appointment; or#

5. (5)

   A party to a voting agreement created under Code Section 14-2-731.#

The death or incapacity of the shareholder 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 his or her authority under the appointment.#

An appointment made irrevocable under subsection (d) of this Code section is revoked when the interest with which it is coupled is extinguished.#

A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he or she did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.#

Subject to Code Section 14-2-724 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder 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 shareholders to exercise rights granted by this Code section.#