1999 Florida Code
TITLE XXXVI BUSINESS ORGANIZATIONS
Chapter 607 Corporations  
607.0722   Proxies.

607.0722  Proxies.--

(1)  A shareholder, other person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, or attorney in fact may vote the shareholder's shares in person or by proxy.

(2)(a)  A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder's attorney in fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, is a sufficient appointment form.

(b)  Without limiting the manner in which a shareholder may appoint a proxy to vote or otherwise act for the shareholder pursuant to paragraph (a), a shareholder may grant such authority by:

1.  Signing an appointment form or having such form signed by the shareholder's authorized officer, director, employee, or agent by any reasonable means including, but not limited to, facsimile signature.

2.  Transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the proxy or to a proxy solicitation firm, proxy support service organization, registrar, or agent authorized by the person who will be designated as the proxy to receive such transmission. However, any telegram, cablegram, or other means of electronic transmission must set forth or be submitted with information from which can be determined that the transmission was authorized by the shareholder. If it is determined that the transmission is valid, the inspectors of election or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(3)  An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for up to 11 months unless a longer period is expressly provided in the appointment form.

(4)  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 or her authority under the appointment.

(5)  An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(a)  A pledgee;

(b)  A person who purchased or agreed to purchase the shares;

(c)  A creditor of the corporation who extended credit to the corporation under terms requiring the appointment;

(d)  An employee of the corporation whose employment contract requires the appointment; or

(e)  A party to a voting agreement created under s. 607.0731.

(6)  An appointment made irrevocable under subsection (5) becomes revocable when the interest with which it is coupled is extinguished and, in a case provided for in paragraph (5)(c) or paragraph (5)(d), the proxy becomes revocable 3 years after the date of the proxy or at the end of the period, if any, specified therein, whichever is less, unless the period of irrevocability is renewed from time to time by the execution of a new irrevocable proxy as provided in this section. This does not affect the duration of a proxy under subsection (3).

(7)  A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when he or she 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.

(8)  Subject to s. 607.0724 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

(9)  If an appointment form expressly provides, any proxy holder may appoint, in writing, a substitute to act in his or her place.

History.--s. 58, ch. 89-154; s. 15, ch. 97-102; s. 2, ch. 99-135.