501A.814 - PROXIES.

        501A.814  PROXIES.         1.  Authorization.         a.  A patron member may only grant a proxy to vote to another      patron member.         b.  A member may cast or authorize the casting of a vote by      any of the following:         (1)  Filing a written appointment of a proxy with the board at or      before the meeting at which the appointment is to be effective.         (2)  Telephonic transmission or authenticated electronic      communication, whether or not accompanied by written instructions of      the member, of an appointment of a proxy with the cooperative or the      cooperative's duly authorized agent at or before the meeting at which      the appointment is to be effective.         c.  The telephonic transmission or authenticated electronic      communication must set forth or be submitted with information from      which it can be determined that the appointment was authorized by the      member.  If it is reasonably concluded that the telephonic      transmission or authenticated electronic communication is valid, the      inspectors of election or, if there are not inspectors, the other      persons making that determination shall specify the information upon      which they relied to make that determination.  A proxy so appointed      may vote on behalf of the member, or otherwise participate, in a      meeting by remote communication under section 501A.807, to the extent      the member appointing the proxy would have been entitled to      participate by remote communication if the member did not appoint the      proxy.         d.  A copy, facsimile, telecommunication, or other      reproduction of the original writing or transmission may be      substituted or used in lieu of the original writing or transmission      for any purpose for which the original transmission could be used, if      the copy, facsimile, telecommunication, or other reproduction is a      complete and legible reproduction of the entire original writing or      transmission.         e.  An appointment of a proxy for membership interests owned      jointly by two or more members is valid if signed or consented to by      authenticated electronic communication, by any one of them, unless      the cooperative receives from any one of those members written notice      or an authenticated electronic communication either denying the      authority of that person to appoint a proxy or appointing a different      proxy.         2.  Duration.  The appointment of a proxy is valid for eleven      months unless a longer period is expressly provided in the      appointment.  An appointment is not irrevocable unless the      appointment is coupled with an interest in the membership interests      or the cooperative.         3.  Termination.  An appointment may be terminated at will      unless the appointment is coupled with an interest, in which case the      appointment shall not be terminated except in accordance with the      terms of an agreement, if any, between the parties to the      appointment.  Termination may be made by filing written notice of the      termination of the appointment with a manager of the cooperative or      by filing a new written appointment of a proxy with a manager of the      cooperative.  Termination in either manner revokes all prior proxy      appointments and is effective when filed with a manager of the      cooperative.         4.  Revocation by death or incapacity.  The death or      incapacity of a person appointing a proxy does not revoke the      authority of the proxy, unless written notice of the death or      incapacity is received by a manager of the cooperative before the      proxy exercises the authority under that appointment.         5.  Multiple proxies.  Unless the appointment specifically      provides otherwise, if two or more persons are appointed as proxies      for a member, all of the following apply:         a.  Any one of them may vote the membership interests on each      item of business in accordance with specific instructions contained      in the appointment.         b.  If no specific instructions are contained in the      appointment with respect to voting the membership interests on a      particular item of business, the membership interests must be voted      as a majority of the proxies determine.  If the proxies are equally      divided, the membership interests must not be voted.         6.  Vote of proxy accepted and liability.  Unless the      appointment of a proxy contains a restriction, limitation, or      specific reservation of authority, the cooperative may accept a vote      or action taken by a person named in the appointment.  The vote of a      proxy is final, binding, and not subject to challenge, but the proxy      is liable to the member for damages resulting from a failure to      exercise the proxy or from an exercise of the proxy in violation of      the authority granted in the appointment.         7.  Limited authority.  If a proxy is given authority by a      member to vote on less than all items of business considered at a      meeting of members, the member is considered to be present and      entitled to vote by the proxy only with respect to those items of      business for which the proxy has authority to vote.  A proxy who is      given authority by a member who abstains with respect to an item of      business is considered to have authority to vote on the item of      business for purposes of this subsection.  
         Section History: Recent Form
         2005 Acts, ch 135, §64