10-722
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10-722. Proxies A. A shareholder may vote its shares in person or by proxy. B. Each shareholder who is entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action without a meeting may in writing authorize another person or persons to act for the shareholder by proxy. The person or persons shall not vote or act on the proxy twelve months or more after the date on the proxy statement. A proxy is effective when the secretary or other officer or agent who is authorized to tabulate votes receives the proxy. C. A shareholder may authorize another person or persons to act for the shareholder as a proxy pursuant to subsection B of this section in any manner, including the following: 1. A shareholder may execute a written statement that authorizes another person or persons to act for the shareholder as proxies. The shareholder, or the shareholder's authorized officer, director, employee or agent may execute the statement by signing it or causing the signature to be affixed to the statement by any reasonable means including by telefacsimile signature. 2. A shareholder may authorize another person or persons to act for the shareholder as a proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or a similar agent that is authorized by the person who will be the holder of the proxy to receive the transmission. Any telegram, cablegram or other means of electronic transmission shall include information that demonstrates that the shareholder authorized the telegram, cablegram or other means of electronic transmission. The inspector or, if there is no inspector, any other person who makes a determination that the telegram, cablegram or other means of electronic transmission is valid shall specify the information on which the inspector or other person relied to make the validity determination. D. Any copy, telefacsimile, telecommunication or other reliable reproduction of the written statement or transmission made pursuant to subsection C of this section may be substituted for or used in lieu of the original written statement or transmission for any purpose for which the original written statement or transmission could be used if the copy, telefacsimile, telecommunication or other reliable reproduction of the written statement or transmission is a complete reproduction of the entire original written statement or transmission. E. An executed proxy is revocable by the shareholder unless the proxy conspicuously states that it is irrevocable and it is coupled with an interest. Proxies coupled with an interest include the appointment of any of the following: 1. A pledgee. 2. A person who purchased, agreed to purchase, holds an option to purchase or holds any other right to acquire the shares. 3. A creditor of the corporation who extended or continued credit to the corporation under terms requiring the appointment. 4. An employee of the corporation whose employment contract requires the appointment. 5. A party to a voting agreement created under section 10-731. F. The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless written notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment. G. A proxy made irrevocable under subsection E of this section is revoked when the interest with which it is coupled is extinguished. H. A transferee for value of shares subject to an irrevocable proxy may revoke the proxy if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable proxy was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. I. Subject to section 10-724 and to any express limitation on the proxy's authority appearing on the face of the proxy, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder executing the proxy. J. Notwithstanding the other provisions of this section, a water users' association may provide in its articles of incorporation the qualifications of shareholders to vote, eliminate the right to vote by proxy, specify the locations where votes may be cast and limit voting to natural persons. A water users' association may adopt bylaws for the registration of voters and method of holding elections. |