13.1-665 - Corporation's acceptance of votes. - Virginia Statutes

§ 13.1-665. Corporation's acceptance of votes.

A. If the name signed on a vote, consent, waiver, or proxy appointmentcorresponds to the name of a shareholder, the corporation, if acting in goodfaith, is entitled to accept the vote, consent, waiver or proxy appointmentand give it effect as the act of the shareholder.

B. If the name signed on a vote, consent, waiver, or proxy appointment doesnot correspond to the name of its shareholder, the corporation, if acting ingood faith, is nevertheless entitled to accept the vote, consent, waiver, orproxy appointment and give it effect as the act of the shareholder if:

1. The shareholder is an entity and the name signed purports to be that of anofficer, partner or agent of the entity;

2. The name signed purports to be that of an administrator, executor,guardian, or conservator representing the shareholder and, if the corporationrequests, evidence of fiduciary status acceptable to the corporation has beenpresented with respect to the vote, consent, waiver, or proxy appointment;

3. The name signed purports to be that of a receiver or trustee in bankruptcyof the shareholder and, if the corporation requests, evidence acceptable tothe corporation that such receiver or trustee has been authorized to vote theshares in an order of the court by which such person was appointed has beenpresented with respect to the vote, consent, waiver, or proxy appointment;

4. The name signed purports to be that of a pledgee, beneficial owner, orattorney-in-fact of the shareholder and, if the corporation requests,evidence acceptable to the corporation of the signatory's authority to signfor the shareholder has been presented with respect to the vote, consent,waiver, or proxy appointment; or

5. Two or more persons are the shareholder as fiduciaries and the name signedpurports to be the name of at least one of the fiduciaries and the personsigning appears to be acting on behalf of all the fiduciaries.

C. Notwithstanding the provisions of subdivisions B 2 and B 5, in any case inwhich the will, trust agreement, or other instrument under which a fiduciarypurports to act contains directions for the voting of shares in anycorporation, or for the execution and delivery of proxies for the votingthereof, such directions shall be binding upon the fiduciary and upon thecorporation if a copy thereof has been furnished to the corporation.

D. The corporation is entitled to reject a vote, consent, waiver, or proxyappointment if the secretary or other officer or agent authorized to tabulatevotes, acting in good faith, has reasonable basis for doubt about thevalidity of the signature on it or about the signatory's authority to signfor the shareholder.

E. The corporation and its officer or agent who accepts or rejects a vote,consent, waiver, or proxy appointment in good faith and in accordance withthe standards of this section or subsection B of § 13.1-663 are not liable indamages to the shareholder for the consequences of the acceptance orrejection.

F. Corporate action based on the acceptance or rejection of a vote, consent,waiver, or proxy appointment under this section is valid unless a court ofcompetent jurisdiction determines otherwise.

(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; 2005, c. 765.)