Title 14, Chapter 3, Section 727
( 14-3-727)
(a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a member, 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
member. (b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the record name of a member, 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 member if: (1) The member is an entity and the name signed purports to be
that of an officer or agent of the entity; (2) The name signed purports to be that of an attorney in fact of
the member and, if the corporation requests, evidence acceptable
to the corporation of the signatory's authority to sign for the
member has been presented with respect to the vote, consent,
waiver, or proxy appointment; (3) Two or more persons hold the membership as cotenants or
fiduciaries and the name signed purports to be the name of at
least one of the coholders and the person signing appears to be
acting on behalf of all the coholders; (4) The name signed purports to be that of an administrator,
executor, guardian, or conservator representing the member 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; or (5) The name signed purports to be that of a receiver or trustee
in bankruptcy of the member, 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. (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 the signature on it or about
the signatory's authority to sign for the member. (d) The corporation and its officer or agent who accept or reject a
vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this Code section are not liable in
damages to the member 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 Code section is
valid unless a court of competent jurisdiction determines otherwise. |