§ 7-1.2-708 - Voting of shares.
SECTION 7-1.2-708
§ 7-1.2-708 Voting of shares. – (a) Each outstanding share, regardless of series or class, is entitled to onevote on each matter submitted to a vote at a meeting of shareholders, except tothe extent that the voting rights of the shares of any class or classes arelimited, enlarged or denied by the articles of incorporation as permitted bythis chapter. If the articles of incorporation provide for more or less thanone vote for any share, on any matter, every reference in this chapter to amajority or other proportion of shares refers to a majority or other proportionof votes entitled to be cast.
(b) Shares held, directly or indirectly, by anothercorporation if a majority of the shares entitled to vote for the election ofdirectors of the other corporation is held by the corporation, may not be votedat any meeting or counted in determining the total number of outstanding sharesat any given time. Nothing contained in these provisions is construed aslimiting the right of any corporation to vote shares, including, but notlimited to, its own shares, held in a fiduciary capacity.
(c) Every shareholder entitled to vote at a meeting ofshareholders or to express consent without a meeting may authorize anotherperson or persons to act for him or her by proxy, executed, in writing, by theshareholder or by his or her duly authorized attorney in fact. No proxy isvalid after three (3) years from the date of its execution, unless otherwiseprovided in the proxy.
(1) Without limiting the manner in which a shareholder mayauthorize another person or persons to act for him or her as proxy pursuant tosubsection (c) of this section, the following constitutes a valid means bywhich a shareholder may grant that authority:
(i) A shareholder may execute a writing authorizing anotherperson or persons to act for him or her as proxy. Execution may be accomplishedby the shareholder or his or her authorized officer, director, employee oragent signing the writing or causing his or her signature to be affixed to thewriting by any reasonable means including, but not limited to, facsimilesignature.
(ii) A shareholder may authorize another person or persons toact for him or her as proxy by transmitting or authorizing the transmission ofa telegram, cablegram or other means of electronic transmission, includingInternet and telephonic transmissions, to the person who will be the holder ofthe proxy or to a proxy solicitation firm, proxy support service organizationor an agent authorized by the person who will be the holder of the proxy toreceive the transmission, provided that the telegram, cablegram or other meansof electronic transmission must either state or be submitted or communicatedwith information from which it can be determined that the telegram, cablegramor other electronic transmission, including Internet and telephonictransmissions, was authorized by the shareholder. If it is determined that thetelegrams, cablegrams or other electronic transmissions, including Internet andtelephonic transmissions, are valid, the inspectors or, if there are noinspectors, the other persons making that determination, shall specify theinformation upon which they relied.
(2) Any reliable reproduction of the writing or transmissioncreated pursuant to this section may be substituted or used in lieu of theoriginal writing or transmission for any and all purposes for which theoriginal writing or transmission could be used, provided that the copy,facsimile telecommunication or other reproduction is a complete reproduction ofthe entire original writing or transmission.
(3) The death or incapacity of the shareholder appointing aproxy does not affect the right of the corporation to accept the proxy'sauthority unless notice of the death or incapacity is received by the secretaryor other officer or agent authorized to tabulate votes before the proxyexercises his or her authority under the appointment.
(d) The articles of incorporation may provide that at eachelection of directors, or at elections held under specified circumstances,every shareholder entitled to vote at the election has the right to vote, inperson or by proxy, the number of shares owned by him or her for as manypersons as there are directors to be elected and for whose election he or shehas a right to vote, or to cumulate his or her votes by giving one candidate asmany votes as the number of directors multiplied by the number of his sharesequals, or by distributing the votes on the same principle among any number ofthe candidates.
(e) Shares standing in the name of another corporation,domestic or foreign, may be voted by any officer, agent or proxy that thebylaws of the corporation may prescribe or, in the absence of a provision, asthe board of directors of the corporation may determine.
(f) Shares held by an administrator, executor, guardian,custodian under a gift to minors act, conservator or trustee may be voted byhim or her, either in person or by proxy, without a transfer of the shares intohis or her name.
(g) Shares held by two (2) or more persons as joint tenantsor as tenants in common may be voted at any meeting of the shareholders by anyone of the persons, unless another joint tenant or tenant in common seeks tovote any of the shares in person or by proxy. In the latter event, the writtenagreement, if any, which governs the manner in which the shares are voted,controls if presented at the meeting. If there is no agreement presented at themeeting, the majority in number of the joint tenants or tenants in commonpresent control the manner of voting. If there is no majority, or if there aretwo (2) joint tenants or tenants in common, both of whom seek to vote theshares, the shares, for the purpose of voting, must be divided equally amongthe joint tenants or tenants in common present.
(h) Shares standing in the name of a receiver may be voted bythe receiver, and shares held by or under the control of a receiver may bevoted by the receiver without the transfer of those shares into his or her nameif authority to do so is contained in an appropriate order of the court bywhich the receiver was appointed.
(i) A shareholder whose shares are pledged is entitled tovote the shares until the shares have been transferred into the name of thepledgee, and thereafter the pledgee is entitled to vote the shares sotransferred.
(j) On and after the date on which written notice ofredemption of redeemable shares has been mailed to the holders of the sharesand a sum sufficient to redeem the shares has been deposited with a bank ortrust company with irrevocable instruction and authority to pay the redemptionprice to the holders of the shares upon surrender of certificates for theshares, the shares are not entitled to vote on any matter and are not deemed tobe outstanding shares.
(k) An executed proxy is irrevocable if it specifies that itis irrevocable and if, and only so long as, it is coupled with an interestsufficient in law to support an irrevocable power coupled with it. A proxy maybe made irrevocable regardless of whether the interest with which it is coupledis an interest in the shares itself or an interest in the corporation generally.
(2) Without limiting the generality of subsection (k)(1) andsubject to that subsection, a proxy is coupled with an interest and isirrevocable if it is held by any of the following or a nominee of any of thefollowing:
(i) A pledgee under a valid pledge;
(ii) A person who has agreed to purchase the shares under anexecutory contract of sale;
(iii) A creditor or creditors of the corporation who extendor continue credit to the corporation in consideration of the proxy if theproxy states that it was given in consideration of the extension orcontinuation of credit, the amount of the credit, and the name of the personextending or continuing credit; and
(iv) A person who has contracted to perform services for thecorporation if a proxy is required by the contract of employment, as part ofthe consideration for the contract of employment, if the proxy states that itwas given in consideration of the contract of employment, the name of theemployee, and the period of employment contracted for; provided the proxies arerespectively revocable after the pledge is redeemed, or the executory contractof sale is performed, or the debt of the corporation is paid, or the period ofemployment has terminated.
(3) A provision contained in a proxy making it irrevocable isnot enforceable against a purchaser for value of the shares subject to theprovision without actual knowledge of the existence of the provision, unlessnotice of the proxy and its irrevocability appears plainly on the certificateor certificates representing the shares; provided that if such shares areuncertificated, a provision contained in a proxy making it irrevocable isenforceable against a purchaser for value of the shares subject to theprovision without actual knowledge of the existence of the provision if, andonly if, notice of the proxy and its irrevocability was provided in writing tosuch purchaser prior to the consummation of the purchase of such shares.