§ 55A-7-24. Proxies. - North Carolina Statutes

§ 55A‑7‑24. Proxies.

(a)        Unless the articlesof incorporation or bylaws prohibit or limit proxy voting, a member may vote inperson or by proxy. A member may appoint one or more proxies to vote orotherwise act for the member by signing an appointment form, either personallyor by the member's attorney‑in‑fact. Without limiting G.S. 55A‑1‑70,an appointment in the form of an electronic record that bears the member'selectronic signature and that may be directly reproduced in paper form by anautomated process shall be deemed a valid appointment form within the meaningof this section. In addition, if and to the extent permitted by the nonprofitcorporation, a member may appoint one or more proxies by any kind of telephonictransmission, even if not accompanied by written communication, undercircumstances or together with information from which the nonprofit corporationcan reasonably assume that the appointment was made or authorized by themember.

(b)        An appointment of aproxy is effective when received by the secretary or other officer or agentauthorized to tabulate votes. An appointment is valid for 11 months unless adifferent period is expressly provided in the appointment form.

(c)        An appointment of aproxy is revocable by the member unless the appointment form conspicuouslystates that it is irrevocable and the appointment is coupled with an interest.An appointment made irrevocable under this subsection shall be revocable whenthe interest with which it is coupled is extinguished. A transferee for valueof an interest subject to an irrevocable appointment may revoke the appointmentif he did not have actual knowledge of its irrevocability.

(d)        The death orincapacity of the member appointing a proxy does not affect the right of thecorporation to accept the proxy's authority unless notice of the death orincapacity is received by the secretary or other officer or agent authorized totabulate votes before the proxy exercises authority under the appointment.

(e)        A revocableappointment of a proxy is revoked by the person appointing the proxy:

(1)        Attending anymeeting and voting in person; or

(2)        Signing anddelivering to the secretary or other officer or agent authorized to tabulateproxy votes either a writing stating that the appointment of the proxy isrevoked or a subsequent appointment form.

(f)         Subject to G.S.55A‑7‑27 and to any express limitation on the proxy's authorityappearing on the face of the appointment form, a corporation is entitled toaccept the proxy's vote or other action as that of the member making theappointment.  (1955,c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 35; 1993, c. 398, s. 1; 1999‑139,s. 1; 2008‑37, s. 6.)