271B.7-240 Corporation's acceptance of votes and persons authorized to vote
shares.
(1)
(2)
(3)
(4)
If the name signed on or submitted with a vote, consent, waiver, or proxy
appointment corresponds to the name or electronic signature of a shareholder, the
corporation if acting in good faith shall be entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder. For
purposes of this section, a telegram or cablegram appearing to have been
transmitted by the proper person, or a photographic, photostatic, or equivalent
reproduction of a writing appointing a proxy may be accepted by the corporation, if
acting in good faith, as a sufficient, signed appointment form.
If the name signed on or submitted with a vote, consent, waiver, or proxy
appointment does not correspond to the name or electronic signature of its
shareholder, the corporation if, acting in good faith, shall nevertheless be entitled to
accept the vote, consent, waiver, or proxy appointment and give it effect as the act
of the shareholder if:
(a) The shareholder is an entity and the name signed purports to be that of an
officer or agent of the entity;
(b) The name signed purports to be that of an administrator, executor, guardian,
or conservator representing the shareholder and, if the corporation requests,
evidence of fiduciary status acceptable to the corporation has been presented
with respect to the vote, consent, waiver, or proxy appointment;
(c) The name signed purports to be that of a receiver or trustee in bankruptcy of
the shareholder and, if the corporation requests, evidence of this status
acceptable to the corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment;
(d) The name signed purports to be that of a pledgee, beneficial owner, or
attorney-in-fact of the shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote, consent, waiver, or
proxy appointment; or
(e) Two (2) or more persons are the shareholder as cotenants or fiduciaries and
the name signed purports to be the name of at least one (1) of the co-owners
and the person signing appears to be acting on behalf of all the co-owners.
The corporation shall be entitled to reject a vote, consent, waiver, or proxy
appointment if the secretary or other officer or agent authorized to tabulate votes,
acting in good faith, has reasonable basis for doubt about the validity of the
signature on it or about the signatory's authority to sign for the shareholder or, in the
case of an electronic record, to affix the shareholder's electronic signature to the
electronic record.
The corporation and its officer or agent who accepts or rejects a vote, consent,
waiver, or proxy appointment in good faith and in accordance with the standards of
this section or KRS 271B.7-220(2) shall not be liable in damages to the shareholder
for the consequences of the acceptance or rejection.
(5)
Corporate action based on the acceptance or rejection of a vote, consent, waiver, or
proxy appointment under this section or KRS 271B.7-220(2) shall be valid, unless a
court of competent jurisdiction determines otherwise.
(6) Shares standing in the name of another corporation, domestic or foreign, may be
voted by either the president of such corporation or by proxy appointed by him,
unless the board of directors of such other corporation authorizes another person to
vote such shares.
(7) Shares held by an administrator, executor, guardian, or conservator may be voted by
him, either in person or by proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a transfer
of such shares into his name.
(8) Where shares are held jointly by three (3) or more fiduciaries acting under an
instrument becoming effective after June 30, 1946, the will of the majority of such
fiduciaries shall control the manner of voting or the giving of a proxy, unless the
instrument or order appointing the fiduciaries otherwise directs. Where, in any case,
fiduciaries are equally divided upon the manner of voting shares jointly held by
them, any court of competent jurisdiction may, upon petition filed by any of the
fiduciaries, or by any beneficiary, appoint an additional person to act with the
fiduciaries in determining the manner in which the shares shall be voted upon the
particular questions as to which the fiduciaries are divided.
(9) Shares standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without the
transfer thereof into his name if authority so to do be contained in an appropriate
order of the court by which such receiver was appointed.
(10) A shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the share so transferred.
Effective: July 15, 2002
History: Amended 2002 Ky. Acts ch. 102, sec. 17, effective July 15, 2002. -- Created
1988 Ky. Acts ch. 23, sec. 60, effective January 1, 1989.
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