§ 55-7-24. Corporation's acceptance of votes. - North Carolina Statutes

§ 55‑7‑24. Corporation's acceptance of votes.

(a)        If the name signedon a vote, consent, waiver, or proxy appointment corresponds to the name of ashareholder, the corporation if acting in good faith is entitled to accept thevote, consent, waiver, or proxy appointment and give it effect as the act ofthe shareholder.

(b)        If the name signedon a vote, consent, waiver, or proxy appointment does not correspond to thename of its shareholder, the corporation if acting in good faith isnevertheless entitled to accept the vote, consent, waiver, or proxy appointmentand give it effect as the act of the shareholder if:

(1)        The shareholder isan entity and the name signed purports to be that of an officer or agent of theentity;

(2)        The name signedpurports to be that of an administrator, executor, guardian, or conservatorrepresenting the shareholder and, if the corporation requests, evidence offiduciary status acceptable to the corporation has been presented with respectto the vote, consent, waiver, or proxy appointment;

(3)        The name signedpurports to be that of a receiver or trustee in bankruptcy of the shareholderand, if the corporation requests, evidence of its status acceptable to thecorporation has been presented with respect to the vote, consent, waiver, orproxy appointment;

(4)        The name signedpurports to be that of a pledgee, beneficial owner, or attorney‑in‑factof the shareholder and, if the corporation requests, evidence acceptable to thecorporation of the signatory's authority to sign for the shareholder has beenpresented with respect to the vote, consent, waiver, or proxy appointment;

(5)        Two or more personsare the shareholder as co‑tenants or fiduciaries and the name signedpurports to be the name of at least one of the co‑owners and the personsigning appears to be acting on behalf of all the co‑owners.

(c)        The corporation isentitled to reject a vote, consent, waiver, or proxy appointment if thesecretary or other officer or agent authorized to tabulate votes, acting ingood faith, has reasonable basis for doubt about the validity of the signatureon it or about the signatory's authority to sign for the shareholder.

(d)        The corporation andits officer or agent who accepts or rejects a vote, consent, waiver, or proxyappointment in good faith and in accordance with the standards of this sectionor G.S. 55‑7‑22(b) are not liable in damages to the shareholder forthe consequences of the acceptance or rejection.

(e)        Corporate actionbased on the acceptance or rejection of a vote, consent, waiver, or proxyappointment under this section is valid unless a court of competentjurisdiction determines otherwise. (1901, c. 2, ss. 42, 43; c. 474, ss. 1, 2; Rev., ss.1185, 1186, 1187; C.S., s. 1174; G.S., s. 55‑111; 1955, c. 1371, s. 1;1957, c. 1039; 1959, c. 1316, s. 36; 1989, c. 265, s. 1; 2005‑268, ss. 4,5.)