[§414D-116]  Corporation's acceptance ofvotes.  (a)  If the name signed on a vote, consent, waiver, or proxyappointment corresponds to the name of a member, the corporation, acting ingood faith, is entitled to accept the vote, consent, waiver, or proxyappointment and to 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 amember, the corporation if acting in good faith is nevertheless entitled to acceptthe vote, consent, waiver, or proxy appointment and give it effect as the actof the member if:

(1)  The member is an entity and the name signedpurports to be that of an officer or agent of the entity;

(2)  The name signed purports to be that of an attorney-in-factof the member and if the corporation requests, evidence acceptable to thecorporation of the signatory's authority to sign for the member has beenpresented with respect to the vote, consent, waiver, or proxy appointment;

(3)  Two or more persons hold the membership asco-tenants or fiduciaries and the name signed purports to be the name of atleast one of the co-holders and the person signing appears to be acting onbehalf of all the co-holders;

(4)  The name signed purports to be that of anadministrator, executor, guardian, or conservator representing the member and,if the corporation requests, evidence of fiduciary status acceptable to thecorporation has been presented with respect to the vote, consent, waiver, orproxy appointment; and

(5)  The name signed purports to be that of a receiveror trustee in bankruptcy of the member, and, if the corporation requests,evidence of this status acceptable to the corporation has been presented withrespect to the vote, consent, waiver, or proxy appointment.

(c)  The corporation is entitled to reject avote, consent, waiver, or proxy appointment if the secretary or other officeror agent authorized to tabulate votes, acting in good faith, has reasonablebasis for doubt about the validity of the signature on it or the signatory'sauthority to sign for the member.

(d)  The corporation and its officer or agentwho accepts or rejects a vote, consent, waiver, or proxy appointment in goodfaith and in accordance with the standards of this section are not liable indamages to the member for the consequences of the acceptance or rejection.

(e)  Corporate action based on the acceptanceor rejection of a vote, consent, waiver, or proxy appointment under thissection is valid unless a court of competent jurisdiction determines otherwise.[L 2001, c 105, pt of §1]