§414-145  Corporation's acceptance of votes,etc.  (a)  If the name signed on a vote, consent, waiver, or proxyappointment corresponds to the name of a shareholder, the corporation, actingin good faith, is entitled to accept the vote, consent, waiver, or proxyappointment and to give it effect as the act of the shareholder.

(b)  If the name signed on a vote, consent,waiver, or proxy appointment does not correspond to the name of itsshareholder, the corporation acting in good faith is nevertheless entitled toaccept the vote, consent, waiver, or proxy appointment and to give it effect asthe act of the shareholder if:

(1)  The shareholder 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 anadministrator, executor, guardian, or conservator representing the shareholderand, if the corporation requests, evidence of fiduciary status acceptable tothe corporation has been presented with respect to the vote, consent, waiver, orproxy appointment;

(3)  The name signed purports to be that of a receiveror trustee in bankruptcy of the shareholder 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;

(4)  The name signed purports to be that of a pledgee,beneficial owner, or attorney-in-fact of the shareholder and, if thecorporation requests, evidence acceptable to the corporation of the signatory'sauthority to sign for the shareholder has been presented with respect to thevote, consent, waiver, or proxy appointment; or

(5)  Two or more persons are the shareholder ascotenants or fiduciaries and the name signed purports to be the name of atleast one of the co-owners and the person signing appears to be acting onbehalf of all the co-owners.

(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 to doubt the validity of the signature on the vote, consent, waiver, orproxy appointment or the signatory's authority to sign for the shareholder.

(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 shareholder 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 2000, c 244, pt of §1; am L 2001, c 129, §23]