§232.  Voting of members

A.  Unless otherwise provided in the articles or by-laws, every member of a corporation shall be entitled to one vote, or if a shareholding member, one vote for each share standing in his name on the books of the corporation; provided that on and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.  The manner of voting may be by ballot, mail or any other reasonable means provided in the articles or by-laws.  

B.  The articles or by-laws may provide that in the election of directors each voting member shall have the right to multiply his vote or votes by the number of directors to be elected, and to cast all of these votes for one candidate, or to distribute them among two or more candidates.  

C.(1)  A member shall have the right to cast his vote either in person or, unless the articles or by-laws specifically prohibit voting by proxy, by proxy duly authorized in writing, signed by the member and filed with the secretary at or before the meeting.  

(2)  The authority of the holder of a proxy to act shall not be revoked by the death of the member who executed the proxy unless, before the authority is exercised, written notice of such death is received by the corporate officer responsible for maintaining the list of members.  

(3)  A proxy shall be revocable at will, unless otherwise validly provided by agreement or by any provision of the proxy.  The validity of every unrevoked proxy shall cease eleven months after the date of its execution, unless some other definite period of validity shall expressly be provided therein; but in no case shall an outstanding proxy be valid for longer than three years.  The revocation of a proxy (if revocable) shall not be effective until written notice thereof has been given to the secretary of the corporation, or unless a proxy of later date is filed with the secretary at or before the meeting.  

(4)  A proxy regular on its face, and signed in the name of a member entitled to vote at the meeting, shall be deemed valid unless challenged before it is voted, and the burden of proving invalidity shall be on the challenger.  

(5)  When shares are registered in the names of two or more persons (other than fiduciaries), a proxy signed by any one or more of them shall be deemed valid, unless the corporation receives written notice to the contrary from a non-signing registered holder before the proxy is voted.  

D.  A person whose shares are pledged shall be entitled to vote thereon, unless and until such shares have been transferred on the books of the corporation to the pledgee; and thereafter the pledgee shall be entitled to vote thereon.  

E.  Any person in whose name shares are registered in a fiduciary capacity, may, so far as concerns the corporation, vote the same in person or by proxy for all purposes, and without the necessity of any authorization by a court, or of any judicial or other proceeding provided in particular laws.  A legal representative, other than a receiver or trustee, may vote shares held by him, either in person or by proxy, without transfer of the shares into his name.  When shares are registered in the names of three or more fiduciaries, voting thereof shall be in accordance with the will of the majority of the fiduciaries, unless the instrument or order appointing the fiduciaries directs that the shares shall be voted in some other way.  When, in any case, the fiduciaries are equally divided as to the manner of voting the shares registered jointly in their names, any court of competent jurisdiction may, upon petition filed by any of the fiduciaries or by any beneficiary, appoint an additional person to act with the fiduciaries in determining the manner in which the shares shall be voted on the particular questions as to which the fiduciaries are divided.  

F.  A corporate member may vote by its president, any vice-president, secretary or treasurer, or by proxy appointed in writing by any of such officers, unless some other person appointed by bylaw or resolution of the board of directors to cast the corporate member's vote, shall produce a certified copy of such bylaw or resolution, in which case the other person shall be entitled to cast the vote.  

G.  Except as otherwise provided in the articles or by-laws, or in other provisions of this Chapter, a majority of votes actually cast shall decide any matter properly brought before a members' meeting organized for the transaction of business, except that directors shall be elected by plurality vote.  

Acts 1968, No. 105, §1.  Amended by Acts 1970, No. 50, §16, emerg. eff. June 18, 1970, at 5:05 P.M.