2006 Code of Virginia § 13.1-847 - Proxies

13.1-847. Proxies.

A. A member entitled to vote may vote in person or, unless the articles ofincorporation or bylaws otherwise provide, by proxy. In either event, thevote of the member or the member's proxy may be submitted by electronictransmission if authorized as provided in subsection B of 13.1-846.

B. Without limiting the manner in which a member may authorize another personor persons to act for him as proxy pursuant to subsection A of this section,the following shall constitute a valid means by which a member may grant suchauthority:

1. A member may execute a writing authorizing another person or persons toact for him as proxy. Execution may be accomplished by the member or hisauthorized officer, director, employee or agent signing such writing orcausing his signature to be affixed to such writing by any reasonable means,including, but not limited to, by facsimile signature.

2. A member may authorize another person or persons to act for him as proxyby transmitting or authorizing the transmission of a telegram, cablegram orother means of electronic transmission to the person who will be the holderof the proxy or to a proxy solicitation firm, proxy support serviceorganization or like agent duly authorized by the person who will be theholder of the proxy to receive such transmission, provided that any suchtelegram, cablegram or other means of electronic transmission must either setforth or be submitted with information from which the inspectors of electioncan determine that the telegram, cablegram or other electronic transmissionwas authorized by the member. If it is determined that such telegrams,cablegrams or other electronic transmissions are valid, the inspectors, or ifthere are no inspectors, such other persons making that determination, shallspecify the information upon which they relied.

3. Any copy, facsimile telecommunications or other reliable reproduction ofthe writing or transmission created pursuant to this subsection may besubstituted or used in lieu of the original writing or transmission for anyand all purposes for which the original writing or transmission could beused, provided that such copy, facsimile telecommunication or otherreproduction shall be a complete reproduction of the entire original writingor transmission.

C. An appointment of a proxy becomes effective when received by the secretaryor other officer or agent authorized to tabulate votes. An appointment isvalid for eleven months unless a longer period is expressly provided in theappointment form.

D. An appointment of a proxy is revocable by the member unless theappointment form conspicuously states that it is irrevocable and theappointment is coupled with an interest. Appointments coupled with aninterest include the appointment of:

1. A creditor of the corporation who extended it credit under terms requiringthe appointment; or

2. An employee of the corporation whose employment contract requires theappointment.

E. The death or incapacity of the member appointing a proxy does not affectthe right of the corporation to accept the proxy's authority unless notice ofthe death or incapacity is received by the secretary or other officer oragent authorized to tabulate votes before the proxy exercises his authorityunder the appointment.

F. An appointment made irrevocable under subsection D of this section isrevoked when the interest with which it is coupled is extinguished.

G. Subject to 13.1-848 and to any express limitation on the proxy'sauthority appearing on the face of the appointment form, a corporation isentitled to accept the proxy's vote or other action as that of the membermaking the appointment.

H. Any fiduciary who is entitled to vote any shares may vote such shares byproxy.

(1985, c. 522; 1999, c. 101; 2002, c. 285.)