(a) Unless the certificate of incorporation or bylaws provide otherwise, a member entitled to vote may vote in person or by proxy.

(b) A member entitled to vote by proxy or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission of the appointment. An electronic transmission must contain or be accompanied by information from which one can determine that the member, the member's agent or the member's 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 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 is valid for eleven months unless a longer period is expressly provided in the appointment.

(d) An appointment of a proxy is revocable by the member.

(e) The death or incapacity of the member 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) Subject to section 33-1073 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 member making the appointment.

(P.A. 96-256, S. 50, 209; P.A. 98-137, S. 41, 62; 98-219, S. 33, 34.)

History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsec. (b) to authorize the agent or attorney-in-fact of a member to appoint a proxy, provide that the appointment may be 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 member, the member's agent, or the member'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” and amended Subsec. (f) 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.