Sec. 33-1073. Corporation's acceptance or rejection of votes.
Sec. 33-1073. 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
member, 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 member.
(b) If the name signed on a vote, consent, waiver or proxy appointment does not
correspond to the name of a member, 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 member if:
(1) The member 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 attorney-in-fact, administrator, executor, guardian or conservator representing the member and, if the corporation requests,
evidence of such 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 member 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) Two or more persons are comembers or fiduciaries and the name signed purports
to be the name of at least one of such persons and the person signing appears to be acting
on behalf of all of such persons.
(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 member.
(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 33-1072 are not liable in damages to the member
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 33-1072 is valid
unless a court of competent jurisdiction determines otherwise.
(P.A. 96-256, S. 51, 209; P.A. 98-137, S. 42, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (e) to add reference to Sec. 33-1072(b), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.