[§431:4-239]  Requirements as to proxy. 
(a)  The form of proxy shall:



(1)  Indicate in boldface type whether or not the
proxy is solicited on behalf of the management;



(2)  Provide a specifically designated blank space for
dating the proxy; and



(3)  Identify clearly and impartially each matter or
group of related matters intended to be acted upon, whether proposed by the
management or stockholders.  No reference need be made to proposals for which
discretionary authority is conferred pursuant to subsection (c).



(b)  The proxy shall provide a means by which
the person solicited may specify by ballot a choice between approval or
disapproval of each matter or group of related matters referred to therein,
other than elections to office.  A proxy may confer discretionary authority
with respect to matters for which no choice is specified if the form of proxy
states in boldface type how it is intended to vote the shares or authorization
represented by the proxy in each case.



(c)  A proxy may confer discretionary authority
with respect to other matters which may come before the meeting; provided the
persons on whose behalf the solicitation is made are not aware a reasonable
time prior to the time the solicitation is made that any other matters are to
be presented for action at the meeting and provided that a specific statement
to that effect is made in the proxy statement or in the form of a proxy.



(d)  No proxy shall confer authority to:



(1)  Vote for the election of any person to office for
which a bona fide nominee is not named in the proxy statement; or



(2)  Vote at any annual meeting other than the next
annual meeting (or any adjournment thereof) to be held after the date on which
the proxy statement and form of proxy are first sent or given to stockholders.



(e)  The proxy statement or form of proxy shall
provide, subject to reasonable specified conditions, that the proxy will be
voted and that where the person solicited specifies, by means of a ballot
provided pursuant to subsection (b), a choice with respect to any matter to be
acted upon, the vote will be in accordance with the specification so made.



(f)  The information included in the proxy
statement shall be clearly presented and the statement made shall be divided
into groups according to subject matter, with appropriate headings.  All
printed proxy statements shall be clearly and legibly presented. [L 2000, c 24,
pt of §2]