10-3727

10-3727. Corporation's acceptance of
votes

A. If the name signed on a vote, consent, waiver or proxy appointment corresponds
to the name of a member, 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
member.

B. If the name signed on a vote, consent, waiver or proxy appointment does not
correspond to the record name of a member, 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 member if:

1. The member is an entity and the name signed purports to be that of an officer or
agent of the entity.

2. The name signed purports to be that of an administrator, executor, guardian or
conservator representing the member 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.

3. The name signed purports to be that of a receiver or trustee in bankruptcy of
the member, 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.

4. The name signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the member and, if the corporation requests, evidence acceptable to
the corporation of the signatory's authority to sign for the member has been presented
with respect to the vote, consent, waiver or proxy appointment.

5. Two or more persons hold the membership as cotenants or fiduciaries and the name
signed purports to be the name of at least one of the coholders and the person signing
appears to be acting on behalf of all the coholders.

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 member.

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 are not liable in damages to the member 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 is valid unless a court of competent jurisdiction
determines otherwise.