10-722

10-722. Proxies

A. A shareholder may vote its shares in person or by proxy.

B. Each shareholder who is entitled to vote at a meeting of shareholders or to
express consent or dissent to corporate action without a meeting may in writing authorize
another person or persons to act for the shareholder by proxy. The person or persons
shall not vote or act on the proxy twelve months or more after the date on the proxy
statement. A proxy is effective when the secretary or other officer or agent who is
authorized to tabulate votes receives the proxy.

C. A shareholder may authorize another person or persons to act for the shareholder
as a proxy pursuant to subsection B of this section in any manner, including the
following:

1. A shareholder may execute a written statement that authorizes another person or
persons to act for the shareholder as proxies. The shareholder, or the shareholder's
authorized officer, director, employee or agent may execute the statement by signing it
or causing the signature to be affixed to the statement by any reasonable means including
by telefacsimile signature.

2. A shareholder may authorize another person or persons to act for the shareholder
as a proxy by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission to the person who will be the holder of the proxy
or to a proxy solicitation firm, proxy support service organization or a similar agent
that is authorized by the person who will be the holder of the proxy to receive the
transmission. Any telegram, cablegram or other means of electronic transmission shall
include information that demonstrates that the shareholder authorized the telegram,
cablegram or other means of electronic transmission. The inspector or, if there is no
inspector, any other person who makes a determination that the telegram, cablegram or
other means of electronic transmission is valid shall specify the information on which
the inspector or other person relied to make the validity determination.

D. Any copy, telefacsimile, telecommunication or other reliable reproduction of the
written statement or transmission made pursuant to subsection C of this section may be
substituted for or used in lieu of the original written statement or transmission for any
purpose for which the original written statement or transmission could be used if the
copy, telefacsimile, telecommunication or other reliable reproduction of the written
statement or transmission is a complete reproduction of the entire original written
statement or transmission.

E. An executed proxy is revocable by the shareholder unless the proxy conspicuously
states that it is irrevocable and it is coupled with an interest. Proxies coupled with
an interest include the appointment of any of the following:

1. A pledgee.

2. A person who purchased, agreed to purchase, holds an option to purchase or holds
any other right to acquire the shares.

3. A creditor of the corporation who extended or continued credit to the
corporation under terms requiring the appointment.

4. An employee of the corporation whose employment contract requires the
appointment.

5. A party to a voting agreement created under section 10-731.

F. 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 written notice of the
death or incapacity is received by the secretary or other officer or agent authorized to
tabulate votes before the proxy exercises the proxy's authority under the appointment.

G. A proxy made irrevocable under subsection E of this section is revoked when the
interest with which it is coupled is extinguished.

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

I. Subject to section 10-724 and to any express limitation on the proxy's authority
appearing on the face of the proxy, a corporation is entitled to accept the proxy's vote
or other action as that of the shareholder executing the proxy.

J. Notwithstanding the other provisions of this section, a water users' association
may provide in its articles of incorporation the qualifications of shareholders to vote,
eliminate the right to vote by proxy, specify the locations where votes may be cast and
limit voting to natural persons. A water users' association may adopt bylaws for the
registration of voters and method of holding elections.