(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 him, including giving waivers and consents, by signing an appointment form or by an electronic transmission of appointment. The electronic transmission must contain or be accompanied by sufficient information to determine that the transmission appointing the proxy is authorized. A proxy must have an effective date. If not dated by the person giving the proxy, the effective date of the proxy is the date on which it is received by the person appointed to serve as proxy, and that date must be noted by the appointee on the appointment form.

(c) An appointment of a proxy is effective when the appointment form or electronic transmission is received by the secretary or other officer or agent authorized to tabulate votes. Unless a time of expiration is otherwise specified, an appointment is valid for eleven months.

(d) An appointment of a proxy is revocable by the shareholder unless the appointment form or electronic transmission conspicuously states that it is irrevocable and the appointee is:

(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 33-7-310.

(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 pursuant to the appointment.

(f) An appointment made irrevocable as provided by subsection (d) is revoked when the interest with which it is coupled is extinguished.

(g) 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 33-7-240 and to an express limitation on the proxy's authority appearing on the face of the appointment form or electronic transmission, a corporation may accept the proxy's vote or other action as that of the shareholder making the appointment.

(i) A proxy may not be solicited on the basis of any proxy statement or other communication, written or oral, containing a statement which, at the time and in light of the circumstances under which it was made, was false or misleading with respect to a material fact or which omits to state a material fact necessary to make the statements made not false or misleading.

(j) A copy, facsimile transmission, or other reliable reproduction of the appointment form or electronic transmission created pursuant to subsection (b) of this section may be substituted or used instead of the original appointment form or electronic transmission for all purposes for which the original appointment form or electronic transmission is used, except that the copy, facsimile transmission, or other reproduction must be a complete reproduction of the entire original appointment form or electronic transmission.

HISTORY: Derived from 1976 Code Section 33-11-50 [1962 Code Section 12-16.5; 1952 Code Sections 12-251 to 12-253; 1942 Code Sections 7679, 7680; 1932 Code Sections 7679, 7680; Civ. C. '22 Sections 4253, 4254; Civ. C. '12 Sections 2786, 2787; Civ. C. '02 Sections 1845, 1846; R. S. 1502; 1901 (21) 811; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], Section 33-11-90 [1962 Code Section 12-16.9; 1952 Code Sections 12-251 to 12-253; 1942 Code Sections 7679, 7680; 1932 Code Sections 7679, 7680; Civ. C. '22 Sections 4253, 4254; Civ. C. '12 Sections 2786, 2787; Civ. C. '02 Sections 1845, 1846; R. S. 1502; 1901 (21) 811; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed 1988 Act No. 444, Section 2], Section 33-11-130 [1962 Code Section 12-16.13; 1952 Code Sections 12-251 to 12-253; 1942 Code Sections 7679, 7680; 1932 Code Sections 7679, 7680; Civ. C. '22 Sections 4253, 4254; Civ. C. '12 Sections 2786, 2787; Civ. C. '02 Sections 1845, 1846; R. S. 1502; 1901 (21) 811; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed 1988 Act No. 444, Section 2], and Section 33-11-140 [1962 Code Section 12-16.14; 1952 Code Sections 12-251 to 12-253; 1942 Code Sections 7679, 7680; 1932 Code Sections 7679, 7680; Civ. C. '22 Sections 4253, 4254; Civ. C. '12 Sections 2786, 2787; Civ. C. '02 Sections 1845, 1846; R. S. 1502; 1901 (21) 811; 1962 (52) 1996; 1963 (53) 327; 1964 (53) 1899; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2; 2000 Act No. 371, Section 2.