Sec. 33-708. Corporation's acceptance or rejection of votes.
Sec. 33-708. Corporation's acceptance or rejection of votes. (a) If the name
signed on a vote, consent, waiver or proxy appointment corresponds to the name of a
shareholder, the corporation if acting in good faith is entitled to accept the vote, consent,
waiver or proxy appointment and 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 if acting in good faith is
nevertheless entitled to accept the vote, consent, waiver or proxy appointment and 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;
(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 for doubt about the validity of the signature on it or about 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 or subsection (b) of section 33-706 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 or subsection (b) of section 33-706 is valid
unless a court of competent jurisdiction determines otherwise.
(P.A. 94-186, S. 67, 215; P.A. 98-137, S. 6, 62; 98-219, S. 33, 34.)
History: P.A. 94-186 effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (e) to add reference to Sec. 33-706(b), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.
Annotations to former section 33-56:
Record owner is deemed vested with right to vote until some other person shows such right. 111 C. 478.
Subsec. (b):
See annotation above.
Annotations to former section 33-311a:
Subsec. (d):
Cited. 6 CA 530. Cited. 16 CA 420.
Subsec. (f):
Apparent recognition of fractional voting is limited to single situation where there is a deadlock among joint owners.
In other situations, the general prohibition against fractional voting, which arises by implication from the statutory prohibition (33-346) against the issuance of fractional shares, controls. An agreement among owners authorizing fractional voting
is invalid. 150 C. 232.