16-6a-712 - Proxies.
16-6a-712. Proxies.
(1) Unless otherwise provided by the bylaws, a member entitled to vote may vote orotherwise act in person or by proxy.
(2) Without limiting the manner in which a member may appoint a proxy to vote orotherwise act for the member, Subsections (2)(a) and (b) constitute valid means of appointing aproxy.
(a) A member may appoint a proxy by signing an appointment form, either personally orby the member's attorney-in-fact.
(b) (i) Subject to Subsection (2)(b)(ii) a member may appoint a proxy by transmitting orauthorizing the transmission of a telegram, teletype, facsimile, or other electronic transmissionproviding a written statement of the appointment to:
(A) the proxy;
(B) a proxy solicitor;
(C) a proxy support service organization;
(D) another person duly authorized by the proxy to receive appointments as agent for theproxy; or
(E) the nonprofit corporation.
(ii) An appointment transmitted under Subsection (2)(b)(i) shall set forth or be transmittedwith written evidence from which it can be determined that the member transmitted or authorizedthe transmission of the appointment.
(3) (a) An appointment of a proxy is effective against the nonprofit corporation whenreceived by the nonprofit corporation, including receipt by the nonprofit corporation of anappointment transmitted pursuant to Subsection (2)(b).
(b) An appointment is valid for 11 months unless a different period is expressly providedin the appointment form.
(4) Any complete copy, including an electronically transmitted facsimile, of anappointment of a proxy may be substituted for or used in lieu of the original appointment for anypurpose for which the original appointment could be used.
(5) An appointment of a proxy is revocable by the member.
(6) An appointment of a proxy is revoked by the person appointing the proxy:
(a) attending any meeting and voting in person; or
(b) signing and delivering to the secretary or other officer or agent authorized to tabulateproxy votes:
(i) a writing stating that the appointment of the proxy is revoked; or
(ii) a subsequent appointment form.
(7) The death or incapacity of the member appointing a proxy does not affect the right ofthe nonprofit corporation to accept the proxy's authority unless notice of the death or incapacity isreceived by the secretary or other officer or agent authorized to tabulate votes before the proxyexercises the proxy's authority under the appointment.
(8) Subject to Section 16-6a-713 and to any express limitation on the proxy's authorityappearing on the appointment form, a nonprofit corporation is entitled to accept the proxy's voteor other action as that of the member making the appointment.
Enacted by Chapter 300, 2000 General Session