16-10a-724 - Corporation's acceptance of votes. - Utah Statutes

16-10a-724. Corporation's acceptance of votes.
(1) If the name signed on a vote, consent, waiver, proxy appointment, or proxyappointment revocation corresponds to the name of a shareholder, the corporation, if acting ingood faith, is entitled to accept the vote, consent, waiver, proxy appointment, or proxyappointment revocation and give it effect as the act of the shareholder.
(2) If the name signed on a vote, consent, waiver, proxy appointment, or proxyappointment revocation does not correspond to the name of a shareholder, the corporation, ifacting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxyappointment, or proxy appointment revocation and give it effect as the act of the shareholder if:
(a) the shareholder is an entity and the name signed purports to be that of an officer oragent of the entity;
(b) the name signed purports to be that of an administrator, executor, guardian, orconservator representing the shareholder and, if the corporation requests, evidence of fiduciarystatus acceptable to the corporation has been presented with respect to the vote, consent, waiver,proxy appointment, or proxy appointment revocation;
(c) the name signed purports to be that of a receiver or trustee in bankruptcy of theshareholder and, if the corporation requests, evidence of this status acceptable to the corporationhas been presented with respect to the vote, consent, waiver, proxy appointment, or proxyappointment revocation;
(d) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-factof the shareholder and, if the corporation requests, evidence acceptable to the corporation of thesignatory's authority to sign for the shareholder has been presented with respect to the vote,consent, waiver, proxy appointment, or proxy appointment revocation;
(e) two or more persons are the shareholder as cotenants or fiduciaries and the namesigned purports to be the name of at least one of the cotenants or fiduciaries and the personsigning appears to be acting on behalf of all cotenants or fiduciaries; or
(f) the acceptance of the vote, consent, waiver, proxy appointment, or proxy appointmentrevocation is otherwise proper under rules established by the corporation that are not inconsistentwith the provisions of this section.
(3) If shares are registered in the names of two or more persons, whether fiduciaries,members of a partnership, cotenants, husband and wife as community property, voting trustees,persons entitled to vote under a shareholder voting agreement or otherwise, or if two or morepersons, including proxyholders, have the same fiduciary relationship respecting the same shares,unless the secretary of the corporation or other officer or agent entitled to tabulate votes is givenwritten notice to the contrary and is furnished with a copy of the instrument or order appointingthem or creating the relationship wherein it is so provided, their acts with respect to voting shallhave the following effect:
(a) if only one votes, the act binds all;
(b) if more than one vote, the act of the majority so voting binds all;
(c) if more than one vote, but the vote is evenly split on any particular matter, eachfaction may vote the securities in question proportionately;
(d) if the instrument so filed or the registration of the shares shows that any tenancy isheld in unequal interests, a majority or even split for the purpose of this section shall be a majorityor even split in interest.
(4) The corporation is entitled to reject a vote, consent, waiver, proxy appointment, or

proxy appointment revocation if the secretary or other officer or agent authorized to tabulatevotes, acting in good faith, has reasonable basis for doubt about the validity of the signature on itor about the signatory's authority to sign for the shareholder.
(5) The corporation and its officer or agent who accepts or rejects a vote, consent,waiver, proxy appointment, or proxy appointment revocation in good faith and in accordance withthe standards of this section are not liable in damages to the shareholder for the consequences ofthe acceptance or rejection.
(6) Corporate action based on the acceptance or rejection of a vote, consent, waiver,proxy appointment, or proxy appointment revocation under this section is valid unless a court ofcompetent jurisdiction determines otherwise.

Enacted by Chapter 277, 1992 General Session