A. A member entitled to vote may vote in person or, unless the articles ofincorporation or bylaws otherwise provide, by proxy.
B. A member or the member's agent or attorney-in-fact may appoint a proxy tovote or otherwise act for the member by signing an appointment form or by anelectronic transmission. Any copy, facsimile telecommunications or otherreliable reproduction of the writing or transmission created pursuant to thissubsection may be substituted or used in lieu of the original writing ortransmission for any and all purposes for which the original writing ortransmission could be used, provided that such copy, facsimiletelecommunication or other reproduction shall be a complete reproduction ofthe entire original writing or transmission.
C. An appointment of a proxy is effective when a signed appointment form oran electronic transmission of the appointment is received by the inspectorsof election or the officer or agent of the corporation authorized to tabulatevotes. An appointment is valid for 11 months unless a longer period isexpressly provided in the appointment form.
D. An appointment of a proxy is revocable unless the appointment form orelectronic transmission states that it is irrevocable and the appointment iscoupled with an interest. Appointments coupled with an interest include theappointment of:
1. A creditor of the corporation who extended it credit under terms requiringthe appointment;
2. An employee of the corporation whose employment contract requires theappointment; or
3. A party to a voting agreement created under § 13.1-852.2.
E. The death or incapacity of the member appointing a proxy does not affectthe right of the corporation to accept the proxy's authority unless notice ofthe death or incapacity is received by the secretary or other officer oragent authorized to tabulate votes before the proxy exercises the proxy'sauthority under the appointment.
F. An appointment made irrevocable under subsection D is revoked when theinterest with which it is coupled is extinguished.
G. Subject to § 13.1-848 and to any express limitation on the proxy'sauthority stated in the appointment form or electronic transmission, acorporation is entitled to accept the proxy's vote or other action as that ofthe member making the appointment.
H. Any fiduciary who is entitled to vote any membership interest may votesuch membership interest by proxy.
(1985, c. 522; 1999, c. 101; 2002, c. 285; 2007, c. 925; 2010, c. 171.)
A. A member entitled to vote may vote in person or, unless the articles ofincorporation or bylaws otherwise provide, by proxy.
B. A member or the member's agent or attorney-in-fact may appoint a proxy tovote or otherwise act for the member by signing an appointment form or by anelectronic transmission. Any copy, facsimile telecommunications or otherreliable reproduction of the writing or transmission created pursuant to thissubsection may be substituted or used in lieu of the original writing ortransmission for any and all purposes for which the original writing ortransmission could be used, provided that such copy, facsimiletelecommunication or other reproduction shall be a complete reproduction ofthe entire original writing or transmission.
C. An appointment of a proxy is effective when a signed appointment form oran electronic transmission of the appointment is received by the inspectorsof election or the officer or agent of the corporation authorized to tabulatevotes. An appointment is valid for 11 months unless a longer period isexpressly provided in the appointment form.
D. An appointment of a proxy is revocable unless the appointment form orelectronic transmission states that it is irrevocable and the appointment iscoupled with an interest. Appointments coupled with an interest include theappointment of:
1. A creditor of the corporation who extended it credit under terms requiringthe appointment;
2. An employee of the corporation whose employment contract requires theappointment; or
3. A party to a voting agreement created under § 13.1-852.2.
E. The death or incapacity of the member appointing a proxy does not affectthe right of the corporation to accept the proxy's authority unless notice ofthe death or incapacity is received by the secretary or other officer oragent authorized to tabulate votes before the proxy exercises the proxy'sauthority under the appointment.
F. An appointment made irrevocable under subsection D is revoked when theinterest with which it is coupled is extinguished.
G. Subject to § 13.1-848 and to any express limitation on the proxy'sauthority stated in the appointment form or electronic transmission, acorporation is entitled to accept the proxy's vote or other action as that ofthe member making the appointment.
H. Any fiduciary who is entitled to vote any membership interest may votesuch membership interest by proxy.
(1985, c. 522; 1999, c. 101; 2002, c. 285; 2007, c. 925; 2010, c. 171.)
A. A member entitled to vote may vote in person or, unless the articles ofincorporation or bylaws otherwise provide, by proxy.
B. A member or the member's agent or attorney-in-fact may appoint a proxy tovote or otherwise act for the member by signing an appointment form or by anelectronic transmission. Any copy, facsimile telecommunications or otherreliable reproduction of the writing or transmission created pursuant to thissubsection may be substituted or used in lieu of the original writing ortransmission for any and all purposes for which the original writing ortransmission could be used, provided that such copy, facsimiletelecommunication or other reproduction shall be a complete reproduction ofthe entire original writing or transmission.
C. An appointment of a proxy is effective when a signed appointment form oran electronic transmission of the appointment is received by the inspectorsof election or the officer or agent of the corporation authorized to tabulatevotes. An appointment is valid for 11 months unless a longer period isexpressly provided in the appointment form.
D. An appointment of a proxy is revocable unless the appointment form orelectronic transmission states that it is irrevocable and the appointment iscoupled with an interest. Appointments coupled with an interest include theappointment of:
1. A creditor of the corporation who extended it credit under terms requiringthe appointment;
2. An employee of the corporation whose employment contract requires theappointment; or
3. A party to a voting agreement created under § 13.1-852.2.
E. The death or incapacity of the member appointing a proxy does not affectthe right of the corporation to accept the proxy's authority unless notice ofthe death or incapacity is received by the secretary or other officer oragent authorized to tabulate votes before the proxy exercises the proxy'sauthority under the appointment.
F. An appointment made irrevocable under subsection D is revoked when theinterest with which it is coupled is extinguished.
G. Subject to § 13.1-848 and to any express limitation on the proxy'sauthority stated in the appointment form or electronic transmission, acorporation is entitled to accept the proxy's vote or other action as that ofthe member making the appointment.
H. Any fiduciary who is entitled to vote any membership interest may votesuch membership interest by proxy.
(1985, c. 522; 1999, c. 101; 2002, c. 285; 2007, c. 925; 2010, c. 171.)
