(a) A corporation having any shares listed on a national securities
exchange or regularly traded in a market maintained by one or more
members of a national or affiliated securities association shall,
and any other corporation may, appoint one or more inspectors to act
at a meeting of shareholders and make a written report of the
inspectors' determinations. Each inspector shall take and sign an
oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of the inspector's ability. (b) The inspectors shall: (1) Ascertain the number of shares outstanding and the voting
power of each; (2) Determine the shares represented at a meeting; (3) Determine the validity of proxies and ballots; (4) Count all votes; and (5) Determine the result. (c) An inspector may be an officer or employee of the corporation. |