(a) A shareholder may vote his shares in person or by proxy.

(b) A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission of the appointment. An electronic transmission of the appointment must contain or be accompanied by information from which one can determine that a shareholder or his agent or attorney-in-fact authorized the electronic transmission.

(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment that conforms with the requirements of subsection (b) of this section is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. A photographic or similar reproduction of an appointment, or a telegram, cablegram, facsimile transmission, wireless or similar transmission of an appointment received by such person shall be sufficient to effect such appointment. An appointment of a proxy is valid for eleven months unless a longer period is expressly provided in the appointment.

(d) An appointment of a proxy is revocable unless the appointment form or electronic transmission of the appointment states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) A pledgee; (2) a person who purchased or agreed to purchase the shares; (3) a creditor of the corporation who extended it credit under terms requiring the appointment; (4) an employee of the corporation whose employment contract requires the appointment; or (5) a party to a voting agreement created under section 33-716.

(e) 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 notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

(f) An appointment of a proxy made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.

(g) Unless an appointment of a proxy otherwise provides, an appointment made irrevocable under subsection (d) of this section continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(h) Subject to section 33-708 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission of the appointment, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

(P.A. 94-186, S. 65, 215; P.A. 98-137, S. 5, 62; 98-219, S. 33, 34; P.A. 11-147, S. 15; P.A. 15-48, S. 1.)

History: P.A. 94-186 effective January 1, 1997; P.A. 98-137 amended Subsec. (b) to authorize the agent or attorney-in-fact of a shareholder to appoint a proxy, provide that the appointment is accomplished “by signing an appointment form or by an electronic transmission of the appointment” rather than “by signing an appointment form, either personally or by his attorney-in-fact” and require that an electronic transmission contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent or the shareholder's attorney-in-fact authorized the electronic transmission, amended Subsec. (c) to provide that an appointment of a proxy is effective “when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes” rather than “when received by the secretary or other officer or agent authorized to tabulate votes”, amended Subsec. (d) to provide that an appointment of a proxy is revocable “unless the appointment form or electronic transmission of the appointment states that it is irrevocable” rather than “by the shareholder unless the appointment form conspicuously states that it is irrevocable”, and amended Subsec. (h) to make acceptance by the corporation of the proxy's vote or action subject “to any express limitation on the proxy's authority stated in the appointment form or electronic transmission of the appointment” rather than “to any express limitation on the proxy's authority appearing on the face of the appointment form”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 11-147 amended Subsec. (b) to delete provision re electronic transmission must contain or be accompanied by information from which one can determine that it was authorized by the shareholder, shareholder's agent or shareholder's attorney-in-fact; P.A. 15-48 amended Subsec. (b) to require electronic transmission of appointment to contain or be accompanied by information from which one can determine that the electronic transmission was authorized, amended Subsec. (c) to add provision re electronic transmission of appointment to conform with requirements of Subsec. (b) and to change “appointment” to “appointment of a proxy”, amended Subsec. (f) to change “appointment” to “appointment of a proxy” and amended Subsec. (g) to provide that appointment of proxy made irrevocable under Subsec. (d) continues in effect after transfer of shares unless otherwise provided in such appointment.