§414-145  Corporation's acceptance of votes,
etc.  (a)  If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, 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 shareholder.



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



(1)  The shareholder 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
administrator, executor, guardian, or conservator representing the shareholder
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;



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



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



(5)  Two or more persons are the shareholder as
cotenants or fiduciaries and the name signed purports to be the name of at
least one of the co-owners and the person signing appears to be acting on
behalf of all the co-owners.



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



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