§490:8-107  Whether indorsement,
instruction, or entitlement order is effective.  (a)  "Appropriate
person" means:



(1)  With respect to an indorsement, the person
specified by a security certificate or by an effective special indorsement to
be entitled to the security;



(2)  With respect to an instruction, the registered
owner of an uncertificated security;



(3)  With respect to an entitlement order, the
entitlement holder;



(4)  If the person designated in paragraph (1), (2),
or (3) is deceased, the designated person's successor taking under other law or
the designated person's personal representative acting for the estate of the
decedent; or



(5)  If the person designated in paragraph (1), (2),
or (3) lacks capacity, the designated person's guardian, conservator, or other
similar representative who has power under other law to transfer the security
or financial asset.



(b)  An indorsement, instruction, or
entitlement order is effective if:



(1)  It is made by the appropriate person;



(2)  It is made by a person who has power under the
law of agency to transfer the security or financial asset on behalf of the
appropriate person, including, in the case of an instruction or entitlement
order, a person who has control under section 490:8-106(c)(2) or (d)(2); or



(3)  The appropriate person has ratified it or is
otherwise precluded from asserting its ineffectiveness.



(c)  An indorsement, instruction, or
entitlement order made by a representative is effective even if:



(1)  The representative has failed to comply with a controlling
instrument or with the law of the state having jurisdiction of the
representative relationship, including any law requiring the representative to
obtain court approval of the transaction; or



(2)  The representative's action in making the indorsement,
instruction, or entitlement order or using the proceeds of the transaction is
otherwise a breach of duty.



(d)  If a security is registered in the name of
or specially indorsed to a person described as a representative, or if a
securities account is maintained in the name of a person described as a
representative, an indorsement, instruction, or entitlement order made by the
person is effective even though the person is no longer serving in the
described capacity.



(e)  Effectiveness of an indorsement,
instruction, or entitlement order is determined as of the date the indorsement,
instruction, or entitlement order is made, and an indorsement, instruction, or
entitlement order does not become ineffective by reason of any later change of
circumstances. [L 1997, c 33, pt of §2]