§ 55A-7-27. Corporation's acceptance of votes. - North Carolina Statutes

§55A‑7‑27.  Corporation's acceptance of votes.

(a)        If the name signedon a vote, consent, waiver, or proxy appointment corresponds to the name of amember, 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 themember.

(b)        If the name signedon a vote, consent, waiver, or proxy appointment does not correspond to therecord name of a member, 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 member if:

(1)        The member is anentity and the name signed purports to be that of an officer or agent of theentity;

(2)        The name signedpurports to be that of an attorney‑in‑fact of the member and, ifthe corporation requests it, evidence acceptable to the corporation of thesignatory's authority to sign for the member is presented with respect to thevote, consent, waiver, or proxy appointment;

(3)        Two or more personshold the membership as cotenants or fiduciaries and the name signed purports tobe the name of at least one of the coholders and the person signing appears tobe acting on behalf of all the coholders; or

(4)        In the case of acorporation other than a charitable or religious corporation:

a.         The name signedpurports to be that of an administrator, executor, guardian, or conservatorrepresenting the member and, if the corporation requests it, evidence offiduciary status acceptable to the corporation is presented with respect to thevote, consent, waiver, or proxy appointment;

b.         The name signedpurports to be that of a receiver or trustee in bankruptcy of the member, and,if the corporation requests it, evidence of this status acceptable to thecorporation is presented with respect to the vote, consent, waiver, or proxyappointment.

(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 member.

(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 sectionare not liable in damages to the member for the consequences of the acceptanceor 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. (1993, c. 398, s. 1; 1995, c.509, s. 27.)