355.306. Corporation's acceptance of vote, effect. - Missouri Statutes

Corporation's acceptance of vote, effect.

355.306. 1. If the name signed on a vote, consent, waiver,or proxy appointment corresponds to the name of a member, thecorporation, if acting in good faith, is entitled to accept thevote, consent, waiver, or proxy appointment and give it effect asthe act of the member.

2. If the name signed on a vote, consent, waiver, or proxyappointment does not correspond to the record name of a member,the corporation, if acting in good faith, is neverthelessentitled to accept the vote, consent, waiver, or proxyappointment and give it effect as the act of the member if:

(1) The member is an entity and the name signed purports tobe that of an officer or agent of the entity;

(2) The name signed purports to be that of anattorney-in-fact of the member and if the corporation requests,evidence acceptable to the corporation of the signatory'sauthority to sign for the member has been presented with respectto the vote, consent, waiver, or proxy appointment;

(3) Two or more persons hold the membership as cotenants orfiduciaries and the name signed purports to be the name of atleast one of the coholders and the person signing appears to beacting on behalf of all the coholders; and

(4) In the case of a mutual benefit corporation:

(a) The name signed purports to be that of anadministrator, executor, guardian, or conservator representingthe member and, if the corporation requests, evidence offiduciary status acceptable to the corporation has been presentedwith respect to the vote, consent, waiver, or proxy appointment;

(b) The name signed purports to be that of a receiver ortrustee in bankruptcy of the member, and, if the corporationrequests, evidence of this status acceptable to the corporationhas been presented with respect to the vote, consent, waiver, orproxy appointment.

3. The corporation is entitled to reject a vote, consent,waiver, or proxy appointment if the secretary or other officer oragent authorized to tabulate votes, acting in good faith, hasreasonable basis for doubt about the validity of the signature onit or about the signatory's authority to sign for the member.

4. The corporation and its officer or agent who accepts orrejects a vote, consent, waiver, or proxy appointment in goodfaith and in accordance with the standards of this section arenot liable in damages to the member for the consequences of theacceptance or rejection.

5. Corporation action based on the acceptance or rejectionof a vote, consent, waiver, or proxy appointment under thissection is valid unless a court of competent jurisdictiondetermines otherwise.

(L. 1994 H.B. 1095)

Effective 7-1-95