2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.24. Corporation’s acceptance of votes

§ 7.24. Corporation’s acceptance of votes
(a) If the name signed or delivered by electronic transmission on a vote consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.
(b) If the name signed or delivered by electronic transmission on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:
(1) the shareholder is an entity and the name signed or delivered by electronic transmission purports to be that of an officer or agent of the entity;
(2) the name signed or delivered by electronic transmission 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;
(3) the name signed or delivered by electronic transmission 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;
(4) the name signed or delivered by electronic transmission 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 or deliver by electronic transmission for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment;
(5) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed or delivered by electronic transmission purports to be the name of at least one of the co-owners and the person signing or delivering by electronic transmission appears to be acting on behalf of all the co-owners.
(c) The corporation is 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:
(1) the signature on it;
(2) the signatory’s authority to sign for the shareholder; or
(3) the electronic transmission by which the proxy appointment was made.
(d) 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 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2001, No. 26, § 2.)