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

(1)  Executing a writing authorizing another person orpersons to act as a proxy for the member, which may be accomplished by themember 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 tothe writing by any reasonable means, including without limitation the use of afacsimile signature; or

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

(b)  An appointment of a proxy is effectivewhen received by the secretary or other officer or agent authorized to tabulatevotes.  An appointment is valid for eleven months unless a different period isexpressly provided in the appointment form; provided that no proxy shall bevalid for more than three years from its date of execution, unless otherwisespecifically provided in the corporation's bylaws.

(c)  An appointment of a proxy is revocable bythe member.

(d)  The death or incapacity of the memberappointing a proxy does not affect the right of the corporation to accept theproxy's authority unless notice of the death or incapacity is received by thesecretary or other officer or agent authorized to tabulate votes before theproxy exercises authority under the appointment.

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

(1)  A pledgee;

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

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

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

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