A. If the name signed on a vote, consent, waiver, or proxy appointmentcorresponds to the name of a member, the corporation, if acting in goodfaith, is entitled to accept the vote, consent, waiver, or proxy appointmentand give it effect as the act of the member.
B. If the name signed on a vote, consent, waiver, or proxy appointment doesnot correspond to the name of a member, the corporation, if acting in goodfaith, is nevertheless entitled to accept the vote, consent, waiver, or proxyappointment and give it effect as the act of the member if:
1. The member is an entity and the name signed purports to be that of anofficer, partner or agent of the entity;
2. The name signed purports to be that of an administrator, executor,guardian, or conservator representing the member and, if the corporationrequests, evidence of fiduciary status acceptable to the corporation has beenpresented with respect to the vote, consent, waiver, or proxy appointment;
3. The name signed purports to be that of a receiver or trustee in bankruptcyof the member and, if the corporation requests, evidence acceptable to thecorporation that such receiver or trustee has been authorized to vote themembership interest in an order of the court by which such person wasappointed has been presented with respect to the vote, consent, waiver, orproxy appointment;
4. The name signed purports to be that of a beneficial owner orattorney-in-fact of the member and, if the corporation requests, evidenceacceptable to the corporation of the signatory's authority to sign for themember has been presented with respect to the vote, consent, waiver, or proxyappointment; or
5. Two or more persons are the member as fiduciaries and the name signedpurports to be the name of at least one of the fiduciaries and the personsigning appears to be acting on behalf of all the fiduciaries.
C. Notwithstanding the provisions of subdivisions B 2 and 5, in any case inwhich the will, trust agreement, or other instrument under which a fiduciarypurports to act contains directions for the voting of membership interests inany corporation, or for the execution and delivery of proxies for the votingthereof, such directions shall be binding upon the fiduciary and upon thecorporation if a copy thereof has been furnished to the corporation.
D. The corporation is entitled to reject a vote, consent, waiver, or proxyappointment if the secretary or other officer or agent authorized to tabulatevotes, acting in good faith, has reasonable basis for doubt about thevalidity of the signature on it or about the signatory's authority to signfor the member.
E. The corporation and its officer or agent who accepts or rejects a vote,consent, waiver, or proxy appointment in good faith and in accordance withthe standards of this section or subsection B of § 13.1-847 are not liable indamages to the member for the consequences of the acceptance or rejection.
F. Corporate action based on the acceptance or rejection of a vote, consent,waiver, or proxy appointment under this section is valid unless a court ofcompetent jurisdiction determines otherwise.
A. If the name signed on a vote, consent, waiver, or proxy appointmentcorresponds to the name of a member, the corporation, if acting in goodfaith, is entitled to accept the vote, consent, waiver, or proxy appointmentand give it effect as the act of the member.
B. If the name signed on a vote, consent, waiver, or proxy appointment doesnot correspond to the name of a member, the corporation, if acting in goodfaith, is nevertheless entitled to accept the vote, consent, waiver, or proxyappointment and give it effect as the act of the member if:
1. The member is an entity and the name signed purports to be that of anofficer, partner or agent of the entity;
2. The name signed purports to be that of an administrator, executor,guardian, or conservator representing the member and, if the corporationrequests, evidence of fiduciary status acceptable to the corporation has beenpresented with respect to the vote, consent, waiver, or proxy appointment;
3. The name signed purports to be that of a receiver or trustee in bankruptcyof the member and, if the corporation requests, evidence acceptable to thecorporation that such receiver or trustee has been authorized to vote themembership interest in an order of the court by which such person wasappointed has been presented with respect to the vote, consent, waiver, orproxy appointment;
4. The name signed purports to be that of a beneficial owner orattorney-in-fact of the member and, if the corporation requests, evidenceacceptable to the corporation of the signatory's authority to sign for themember has been presented with respect to the vote, consent, waiver, or proxyappointment; or
5. Two or more persons are the member as fiduciaries and the name signedpurports to be the name of at least one of the fiduciaries and the personsigning appears to be acting on behalf of all the fiduciaries.
C. Notwithstanding the provisions of subdivisions B 2 and 5, in any case inwhich the will, trust agreement, or other instrument under which a fiduciarypurports to act contains directions for the voting of membership interests inany corporation, or for the execution and delivery of proxies for the votingthereof, such directions shall be binding upon the fiduciary and upon thecorporation if a copy thereof has been furnished to the corporation.
D. The corporation is entitled to reject a vote, consent, waiver, or proxyappointment if the secretary or other officer or agent authorized to tabulatevotes, acting in good faith, has reasonable basis for doubt about thevalidity of the signature on it or about the signatory's authority to signfor the member.
E. The corporation and its officer or agent who accepts or rejects a vote,consent, waiver, or proxy appointment in good faith and in accordance withthe standards of this section or subsection B of § 13.1-847 are not liable indamages to the member for the consequences of the acceptance or rejection.
F. Corporate action based on the acceptance or rejection of a vote, consent,waiver, or proxy appointment under this section is valid unless a court ofcompetent jurisdiction determines otherwise.
A. If the name signed on a vote, consent, waiver, or proxy appointmentcorresponds to the name of a member, the corporation, if acting in goodfaith, is entitled to accept the vote, consent, waiver, or proxy appointmentand give it effect as the act of the member.
B. If the name signed on a vote, consent, waiver, or proxy appointment doesnot correspond to the name of a member, the corporation, if acting in goodfaith, is nevertheless entitled to accept the vote, consent, waiver, or proxyappointment and give it effect as the act of the member if:
1. The member is an entity and the name signed purports to be that of anofficer, partner or agent of the entity;
2. The name signed purports to be that of an administrator, executor,guardian, or conservator representing the member and, if the corporationrequests, evidence of fiduciary status acceptable to the corporation has beenpresented with respect to the vote, consent, waiver, or proxy appointment;
3. The name signed purports to be that of a receiver or trustee in bankruptcyof the member and, if the corporation requests, evidence acceptable to thecorporation that such receiver or trustee has been authorized to vote themembership interest in an order of the court by which such person wasappointed has been presented with respect to the vote, consent, waiver, orproxy appointment;
4. The name signed purports to be that of a beneficial owner orattorney-in-fact of the member and, if the corporation requests, evidenceacceptable to the corporation of the signatory's authority to sign for themember has been presented with respect to the vote, consent, waiver, or proxyappointment; or
5. Two or more persons are the member as fiduciaries and the name signedpurports to be the name of at least one of the fiduciaries and the personsigning appears to be acting on behalf of all the fiduciaries.
C. Notwithstanding the provisions of subdivisions B 2 and 5, in any case inwhich the will, trust agreement, or other instrument under which a fiduciarypurports to act contains directions for the voting of membership interests inany corporation, or for the execution and delivery of proxies for the votingthereof, such directions shall be binding upon the fiduciary and upon thecorporation if a copy thereof has been furnished to the corporation.
D. The corporation is entitled to reject a vote, consent, waiver, or proxyappointment if the secretary or other officer or agent authorized to tabulatevotes, acting in good faith, has reasonable basis for doubt about thevalidity of the signature on it or about the signatory's authority to signfor the member.
E. The corporation and its officer or agent who accepts or rejects a vote,consent, waiver, or proxy appointment in good faith and in accordance withthe standards of this section or subsection B of § 13.1-847 are not liable indamages to the member for the consequences of the acceptance or rejection.
F. Corporate action based on the acceptance or rejection of a vote, consent,waiver, or proxy appointment under this section is valid unless a court ofcompetent jurisdiction determines otherwise.
