§414D-113 - Proxies.

§414D-113 Proxies. (a) Unless the
articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy
to vote or otherwise act for the member by signing an appointment form either
personally or by an attorney-in-fact. A member may authorize another person to
act as a proxy for the member by:

(1) Executing a writing authorizing another person or
persons to act as a proxy for the member, which may be accomplished by the
member or the member's authorized attorney-in-fact, officer, director, employee,
or agent signing the writing or causing the member's signature to be affixed to
the writing by any reasonable means, including without limitation the use of a
facsimile signature; or

(2) Transmitting or authorizing the transmission of a
telegram, cablegram, facsimile, or other means of electronic transmission
authorizing the person or persons to act as a proxy for the member to the
person or persons who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization, or similar agent duly
authorized by the person who will be the holder of the proxy to receive the
transmission; provided that any such transmission shall specify that the
transmission was authorized by the member. A copy, facsimile telecommunication,
or other reliable reproduction of the writing or transmission created pursuant
to the foregoing may be used in lieu of the original writing or transmission
for any and all purposes for which the original writing or transmission could
be used; provided that any such copy, facsimile telecommunication, or other
reproduction shall be a complete reproduction of the entire original writing or
transmission.

(b) An appointment of a proxy is effective
when received by the secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for eleven months unless a different period is
expressly provided in the appointment form; provided that no proxy shall be
valid for more than three years from its date of execution, unless otherwise
specifically provided in the corporation's bylaws.

(d) 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.

(e) An appointment of a proxy is revocable by
the member unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest. Appointments
coupled with an interest without limitation include the appointment of:

(1) A pledgee;

(2) A creditor of the corporation who extended it
credit under terms requiring the appointment;

(3) An employee of the corporation whose employment
contract requires the appointment; or

(4) A party to a voting agreement created under
section 414D-117.

(f) Subject to section 414D-116 and any
express limitation on the proxy's authority appearing on the face of the
appointment form, a corporation is entitled to accept the proxy's vote or other
action as that of the member making the appointment. [L 2001, c 105, pt of §1;
am L 2002, c 130, §§48, 49]