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



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



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



(3)  Two or more persons hold the membership as
co-tenants or fiduciaries and the name signed purports to be the name of at
least one of the co-holders and the person signing appears to be acting on
behalf of all the co-holders;



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



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



(c)  The corporation is entitled to reject a
vote, consent, waiver, or proxy appointment if the secretary or other officer
or agent authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or the signatory's
authority to sign for the member.



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



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