13.1-663 - Proxies. - Virginia Statutes

§ 13.1-663. Proxies.

A. A shareholder may vote the shareholder's shares in person or by proxy.

B. A shareholder or the shareholder's agent or attorney-in-fact may appoint aproxy to vote or otherwise act for the shareholder by signing an appointmentform or by an electronic transmission. Any copy, facsimile telecommunicationor other reliable reproduction of the writing or transmission createdpursuant to this subsection may be substituted or used in lieu of theoriginal writing or transmission for any and all purposes for which theoriginal writing or transmission could be used, provided that such copy,facsimile telecommunication or other reproduction shall be a completereproduction of the entire original writing or transmission.

C. An appointment of a proxy is effective when a signed appointment form oran electronic transmission of the appointment is received by the inspectorsof election or the officer or agent of the corporation authorized to tabulatevotes. An appointment is valid for 11 months unless a longer period isexpressly provided in the appointment form.

D. An appointment of a proxy is revocable unless the appointment form orelectronic transmission states that it is irrevocable and the appointment iscoupled with an interest. Appointments coupled with an interest include theappointment of:

1. A pledgee;

2. A person who purchased or agreed to purchase the shares;

3. A creditor of the corporation who extended it credit under terms requiringthe appointment;

4. An employee of the corporation whose employment contract requires theappointment; or

5. A party to a voting agreement created under § 13.1-671.

E. The death or incapacity of the shareholder appointing a proxy does notaffect the right of the corporation to accept the proxy's authority unlessnotice of the death or incapacity is received by the secretary or otherofficer or agent authorized to tabulate votes before the proxy exercises hisauthority under the appointment.

F. An appointment made irrevocable under subsection D is revoked when theinterest with which it is coupled is extinguished.

G. A transferee for value of shares subject to an irrevocable appointment mayrevoke the appointment if the transferee did not know of its existence whenthe transferee acquired the shares and the existence of the irrevocableappointment was not noted conspicuously on the certificate representing theshares or on the information statement for shares without certificates.

H. Subject to § 13.1-665 and to any express limitation on the proxy'sauthority stated in the appointment form or electronic transmission, acorporation is entitled to accept the proxy's vote or other action as that ofthe shareholder making the appointment.

I. Any fiduciary who is entitled to vote any shares may vote such shares byproxy.

(Code 1950, §§ 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958, c. 564;1975, c. 500; 1984, c. 366; 1985, c. 522; 1991, c. 405; 2005, c. 765; 2010,c. 782.)