2019 Maryland Code
Corporations and Associations
Title 4A - Limited Liability Company Act
Subtitle 4 - Relationship of Members to Each Other
§ 4A-403.2. Proxy
(a) (1) A member may authorize another person to act as proxy for the member as provided in this section.
(2) (i) A member may sign a writing authorizing another person to act as proxy.
(ii) Signing may be accomplished by the member or the member’s authorized agent signing the writing or causing the member’s signature to be affixed to the writing by any reasonable means, including facsimile signature.
(3) (i) Subject to subparagraph (ii) of this paragraph, a member may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as proxy to:
1. The person authorized to act as proxy; or
2. Any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization.
(ii) The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail, or any other electronic or telephonic means.
(4) A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission authorized under paragraphs (2) and (3) of this subsection may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used.
(b) (1) A proxy is revocable by a member at any time without condition or qualification unless:
(i) The proxy states that it is irrevocable; and
(ii) The proxy is coupled with an interest.
(2) A proxy may be made irrevocable for as long as it is coupled with an interest.
(3) An interest with which a proxy may be coupled includes an interest in the membership interest to be voted under the proxy or another general interest in the limited liability company or its assets or liabilities.
