(a) A shareholder mayvote his shares in person or by proxy.
(b) A shareholder mayappoint one or more proxies to vote or otherwise act for the shareholder bysigning an appointment form, either personally or by the shareholder's attorney‑in‑fact.Without limiting G.S. 55‑1‑ 50, an appointment in the form of anelectronic record that bears the shareholder's electronic signature and thatmay be directly reproduced in paper form by an automated process shall bedeemed a valid appointment form within the meaning of this section. Inaddition, a public corporation may permit a shareholder may to appoint one ormore proxies by any kind of telephonic transmission, even if not accompanied bywritten communication, under circumstances or together with information fromwhich the corporation can reasonably assume that the appointment was made orauthorized by the shareholder.
(c) An appointment of aproxy is effective when received by the secretary or other officer or agentauthorized to tabulate votes. An appointment is valid for 11 months unless adifferent period is expressly provided in the appointment form.
(d) An appointment of aproxy is revocable by the shareholder unless the appointment form conspicuouslystates 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 whopurchased or agreed to purchase the shares;
(3) A creditor of thecorporation who extended it credit under terms requiring the appointment;
(4) An employee of thecorporation whose employment contract requires the appointment; or
(5) A party to a votingagreement created under G.S. 55‑7‑31.
(e) The death orincapacity of the shareholder appointing a proxy does not affect the right ofthe corporation to accept the proxy's authority unless notice of the death orincapacity is received by the secretary or other officer or agent authorized totabulate votes before the proxy exercises his authority under the appointment.
(f) An appointmentmade irrevocable under subsection (d) shall be revocable when the interest withwhich it is coupled is extinguished.
(g) A transferee forvalue of shares subject to an irrevocable appointment may revoke theappointment if he did not know of its existence when he acquired the shares andthe existence of the irrevocable appointment was not noted conspicuously on thecertificate representing the shares or on the information statement for shareswithout certificates.
(h) Subject to G.S. 55‑7‑24and to any express limitation on the proxy's authority appearing on the face ofthe appointment form, a corporation is entitled to accept the proxy's vote orother action as that of the shareholder making the appointment. (1955, c. 1371, s. 1; 1959,c. 1316, s. 24; 1973, c. 469, ss. 23‑25; 1989, c. 265, s. 1; 1999‑138,s. 1; 2001‑387, s. 14.)
(a) A shareholder mayvote his shares in person or by proxy.
(b) A shareholder mayappoint one or more proxies to vote or otherwise act for the shareholder bysigning an appointment form, either personally or by the shareholder's attorney‑in‑fact.Without limiting G.S. 55‑1‑ 50, an appointment in the form of anelectronic record that bears the shareholder's electronic signature and thatmay be directly reproduced in paper form by an automated process shall bedeemed a valid appointment form within the meaning of this section. Inaddition, a public corporation may permit a shareholder may to appoint one ormore proxies by any kind of telephonic transmission, even if not accompanied bywritten communication, under circumstances or together with information fromwhich the corporation can reasonably assume that the appointment was made orauthorized by the shareholder.
(c) An appointment of aproxy is effective when received by the secretary or other officer or agentauthorized to tabulate votes. An appointment is valid for 11 months unless adifferent period is expressly provided in the appointment form.
(d) An appointment of aproxy is revocable by the shareholder unless the appointment form conspicuouslystates 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 whopurchased or agreed to purchase the shares;
(3) A creditor of thecorporation who extended it credit under terms requiring the appointment;
(4) An employee of thecorporation whose employment contract requires the appointment; or
(5) A party to a votingagreement created under G.S. 55‑7‑31.
(e) The death orincapacity of the shareholder appointing a proxy does not affect the right ofthe corporation to accept the proxy's authority unless notice of the death orincapacity is received by the secretary or other officer or agent authorized totabulate votes before the proxy exercises his authority under the appointment.
(f) An appointmentmade irrevocable under subsection (d) shall be revocable when the interest withwhich it is coupled is extinguished.
(g) A transferee forvalue of shares subject to an irrevocable appointment may revoke theappointment if he did not know of its existence when he acquired the shares andthe existence of the irrevocable appointment was not noted conspicuously on thecertificate representing the shares or on the information statement for shareswithout certificates.
(h) Subject to G.S. 55‑7‑24and to any express limitation on the proxy's authority appearing on the face ofthe appointment form, a corporation is entitled to accept the proxy's vote orother action as that of the shareholder making the appointment. (1955, c. 1371, s. 1; 1959,c. 1316, s. 24; 1973, c. 469, ss. 23‑25; 1989, c. 265, s. 1; 1999‑138,s. 1; 2001‑387, s. 14.)
(a) A shareholder mayvote his shares in person or by proxy.
(b) A shareholder mayappoint one or more proxies to vote or otherwise act for the shareholder bysigning an appointment form, either personally or by the shareholder's attorney‑in‑fact.Without limiting G.S. 55‑1‑ 50, an appointment in the form of anelectronic record that bears the shareholder's electronic signature and thatmay be directly reproduced in paper form by an automated process shall bedeemed a valid appointment form within the meaning of this section. Inaddition, a public corporation may permit a shareholder may to appoint one ormore proxies by any kind of telephonic transmission, even if not accompanied bywritten communication, under circumstances or together with information fromwhich the corporation can reasonably assume that the appointment was made orauthorized by the shareholder.
(c) An appointment of aproxy is effective when received by the secretary or other officer or agentauthorized to tabulate votes. An appointment is valid for 11 months unless adifferent period is expressly provided in the appointment form.
(d) An appointment of aproxy is revocable by the shareholder unless the appointment form conspicuouslystates 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 whopurchased or agreed to purchase the shares;
(3) A creditor of thecorporation who extended it credit under terms requiring the appointment;
(4) An employee of thecorporation whose employment contract requires the appointment; or
(5) A party to a votingagreement created under G.S. 55‑7‑31.
(e) The death orincapacity of the shareholder appointing a proxy does not affect the right ofthe corporation to accept the proxy's authority unless notice of the death orincapacity is received by the secretary or other officer or agent authorized totabulate votes before the proxy exercises his authority under the appointment.
(f) An appointmentmade irrevocable under subsection (d) shall be revocable when the interest withwhich it is coupled is extinguished.
(g) A transferee forvalue of shares subject to an irrevocable appointment may revoke theappointment if he did not know of its existence when he acquired the shares andthe existence of the irrevocable appointment was not noted conspicuously on thecertificate representing the shares or on the information statement for shareswithout certificates.
(h) Subject to G.S. 55‑7‑24and to any express limitation on the proxy's authority appearing on the face ofthe appointment form, a corporation is entitled to accept the proxy's vote orother action as that of the shareholder making the appointment. (1955, c. 1371, s. 1; 1959,c. 1316, s. 24; 1973, c. 469, ss. 23‑25; 1989, c. 265, s. 1; 1999‑138,s. 1; 2001‑387, s. 14.)
