2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-203 - Proxies

(a)
A shareholder may vote such shareholder's shares in person or by proxy.
(b)
Without limiting the manner in which a shareholder may authorize another person or persons to act for the shareholder as proxy pursuant to this section, the following shall constitute a valid means by which a shareholder may grant such authority:
(1)
A shareholder may execute a writing authorizing another person or persons to act for the shareholder as proxy. Execution may be accomplished by the shareholder personally signing such writing or by an attorney-in-fact in the case of an individual shareholder or by an authorized officer, director, employee, agent or attorney-in-fact in the case of any other shareholder signing such writing or causing the shareholder's signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature;
(2)
A shareholder may authorize another person or persons to act for the shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided, that any such telegram, cablegram, or electronic transmission shall either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or electronic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams, or electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied;
(3)
Any copy, electronic transmission or other reliable reproduction of such writing or transmission may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that such copy, electronic transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission.
(c)
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 eleven (11) months unless another period is expressly provided in the appointment form.
(d)
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:
(1)
A pledgee;
(2)
A person who purchased or agreed to purchase the shares;
(3)
A creditor of the corporation who extended it credit under terms requiring the appointment;
(4)
An employee of the corporation whose employment contract requires the appointment; or
(5)
A party to a voting agreement created under §
48-17-302
.
(e)
In the case of a proxy not made irrevocable under subsection (d), 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 the proxy's authority under the appointment.
(f)
An appointment made irrevocable under subsection (d) becomes revocable when the interest with which it is coupled is extinguished.
(g)
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 such transferee 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.
(h)
Subject to §
48-17-205
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.
(i)
Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, owning shares registered in such person's name as fiduciary, or in the name of another for the convenience of the fiduciary, whether the corporation issuing such shares is foreign or domestic, may, in addition to exercising the voting rights vested in such fiduciary, execute and deliver, or cause to be executed and delivered, a proxy or proxies in accordance with this section to others for the voting of such shares, but subject always to the following limitations:
(1)
If there are two (2) or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them, and in the event of failure to obtain a majority, each of the fiduciaries shall vote the number of shares held by the fiduciaries divided by the number of fiduciaries; and
(2)
In the event the rights, manner or method of voting or the purpose to be accomplished is fixed by the instrument or instruments appointing the fiduciaries, the directions therein shall govern.
Acts 1986, ch. 887, § 7.22; 1994, ch. 776, §§ 26, 27; 1998, ch. 578, § 1; 2012, ch. 1051, §§ 25, 26.