§414-143  Proxies.  (a)  A shareholder
may vote the shareholder's shares in person or by proxy.



(b)  A shareholder may appoint a proxy to vote
or otherwise act for the shareholder by signing an appointment form.  The
appointment form shall be signed by either the shareholder personally or by the
shareholder's attorney-in-fact.  A shareholder may authorize another person to
act as a proxy for the shareholder by:



(1)  Executing a writing authorizing another person or
persons to act as a proxy for the shareholder, which may be accomplished by the
shareholder or the shareholder's authorized attorney-in-fact, officer,
director, employee, or agent signing the writing or causing the shareholder'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 shareholder 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 shareholder.



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.



(c)  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 longer period is
expressly provided in the appointment form.



(d)  An appointment of a proxy is revocable by
the shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.  Appointments
coupled with an interest include the appointment of:



(1)  A pledgee;



(2)  A person who purchased or agreed to purchase the
shares;



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



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



(5)  A party to a voting agreement created under
section 414‑162.



(e)  The death or incapacity of the shareholder
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.



(f)  An appointment made irrevocable under
subsection (d) is revoked when the interest with which it is coupled is
extinguished.



(g)  A transferee for value of shares subject
to an irrevocable appointment may revoke the appointment if the transferee did
not know of its existence when the transferee acquired the shares and the
existence of the irrevocable appointment was not noted conspicuously on the
certificate representing the shares or on the information statement for shares
without certificates.



(h)  Subject to section 414-145 and to 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 shareholder making the appointment. [L 2000, c 244, pt of
§1; am L 2001, c 129, §22]