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

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

(1)  Executing a writing authorizing another person orpersons to act as a proxy for the shareholder, which may be accomplished by theshareholder or the shareholder's authorized attorney-in-fact, officer,director, employee, or agent signing the writing or causing the shareholder'ssignature to be affixed to the writing by any reasonable means, includingwithout limitation the use of a facsimile 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 shareholder 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 shareholder.

A copy, facsimile telecommunication, or otherreliable reproduction of the writing or transmission created pursuant to theforegoing may be used in lieu of the original writing or transmission for anyand all purposes for which the original writing or transmission could be used;provided that any such copy, facsimile telecommunication, or other reproductionshall be a complete reproduction of the entire original writing ortransmission.

(c)  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 longer period isexpressly provided in the appointment form.

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

(1)  A pledgee;

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

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

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

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

(e)  The death or incapacity of the shareholderappointing 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.

(f)  An appointment made irrevocable undersubsection (d) is revoked when the interest with which it is coupled isextinguished.

(g)  A transferee for value of shares subjectto an irrevocable appointment may revoke the appointment if the transferee didnot know of its existence when the transferee acquired the shares and theexistence of the irrevocable appointment was not noted conspicuously on thecertificate representing the shares or on the information statement for shareswithout certificates.

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