2005 Minnesota Statutes

     302A.449 Proxies. 

    Subdivision 1.    Authorization.  (a) A shareholder may 
 cast or authorize the casting of a vote by (1) filing a written 
 appointment of a proxy, signed by the shareholder, with an 
 officer of the corporation at or before the meeting at which the 
 appointment is to be effective, or (2) telephonic transmission 
 or authenticated electronic communication, whether or not 
 accompanied by written instructions of the shareholder, of an 
 appointment of a proxy with the corporation or the corporation's 
 duly authorized agent at or before the meeting at which the 
 appointment is to be effective.  The telephonic transmission or 
 authenticated electronic communication must set forth or be 
 submitted with information from which it can be determined that 
 the appointment was authorized by the shareholder.  If it is 
 reasonably concluded that the telephonic transmission or 
 authenticated electronic communication is valid, the inspectors 
 of election or, if there are no inspectors, the other persons 
 making that determination shall specify the information upon 
 which they relied to make that determination.  A proxy so 
 appointed may vote on behalf of the shareholder, or otherwise 
 participate, in a meeting by remote communication according to 
 section 302A.436 to the extent the shareholder appointing the 
 proxy would have been entitled to participate by remote 
 communication according to section 302A.436 if the shareholder 
 did not appoint the proxy. 

    (b) A copy, facsimile telecommunication, or other 
 reproduction of the original writing or transmission may be 
 substituted or used in lieu of the original writing or 
 transmission for any purpose for which the original writing or 
 transmission could be used, provided that the copy, facsimile 
 telecommunication, or other reproduction is a complete and 
 legible reproduction of the entire original writing or 
 transmission.  

    (c) An appointment of a proxy for shares held jointly by 
 two or more shareholders is valid if signed or consented to by 
 authenticated electronic communication by any one of them, 
 unless the corporation receives from any one of those 
 shareholders written notice or authenticated electronic 
 communication either denying the authority of that person to 
 appoint a proxy or appointing a different proxy.  

    Subd. 2.    Duration.  The appointment of a proxy is 
 valid for 11 months, unless a longer period is expressly 
 provided in the appointment.  No appointment is irrevocable 
 unless the appointment is coupled with an interest in the shares 
 or in the corporation.  

    Subd. 3.    Termination.  An appointment may be 
 terminated at will, unless the appointment is coupled with an 
 interest, in which case it shall not be terminated except in 
 accordance with the terms of an agreement, if any, between the 
 parties to the appointment.  Termination may be made by filing 
 written notice of the termination of the appointment with an 
 officer of the corporation, or by filing a new written 
 appointment of a proxy with an officer of the corporation.  
 Termination in either manner revokes all prior proxy 
 appointments and is effective when filed with an officer of the 
 corporation.  

    Subd. 4.    Revocation by death, incapacity.  The death 
 or incapacity of a person appointing a proxy does not revoke the 
 authority of the proxy, unless written notice of the death or 
 incapacity is received by an officer of the corporation before 
 the proxy exercises the authority under that appointment.  

    Subd. 5.    Multiple proxies.  Unless the appointment 
 specifically provides otherwise, if two or more persons are 
 appointed as proxies for a shareholder:  

    (a) Any one of them may vote the shares on each item of 
 business in accordance with specific instructions contained in 
 the appointment; and 

    (b) If no specific instructions are contained in the 
 appointment with respect to voting the shares on a particular 
 item of business, the shares shall be voted as a majority of the 
 proxies determine.  If the proxies are equally divided, the 
 shares shall not be voted.  

    Subd. 6.    Vote of proxy accepted; liability.  Unless 
 the appointment of a proxy contains a restriction, limitation, 
 or specific reservation of authority, the corporation may accept 
 a vote or action taken by a person named in the appointment.  
 The vote of a proxy is final, binding, and not subject to 
 challenge, but the proxy is liable to the shareholder or 
 beneficial owner for damages resulting from a failure to 
 exercise the proxy or from an exercise of the proxy in violation 
 of the authority granted in the appointment.  

    Subd. 7.    Proxy in control share acquisition.  
 Notwithstanding any contrary provision of this chapter, a proxy 
 relating to a meeting of shareholders required under section 
 302A.671, subdivision 3, must be solicited separately from the 
 offer to purchase or solicitation of an offer to sell shares of 
 the issuing public corporation.  Except for irrevocable proxies 
 appointed in the regular course of business and not in 
 connection with a control share acquisition, all proxies 
 appointed for or in connection with the shareholder 
 authorization of a control share acquisition pursuant to section 
 302A.671 shall be at all times terminable at will prior to the 
 obtaining of the shareholder authorization, whether or not the 
 proxy is coupled with an interest.  Without affecting any vote 
 previously taken, the proxy may be terminated in any manner 
 permitted by subdivision 3, or by giving oral notice of the 
 termination in the open meeting of shareholders held pursuant to 
 section 302A.671, subdivision 3.  The presence at a meeting of 
 the person appointing a proxy does not revoke the appointment. 

    Subd. 8.    Limited authority.  If a proxy is given 
 authority by a shareholder to vote on less than all items of 
 business considered at a meeting of shareholders, the 
 shareholder is considered to be present and entitled to vote by 
 the proxy for purposes of section 302A.437, subdivision 1, only 
 with respect to those items of business for which the proxy has 
 authority to vote.  A proxy who is given authority by a 
 shareholder who abstains with respect to an item of business is 
 considered to have authority to vote on the item of business for 
 purposes of this subdivision. 

    HIST: 1981 c 270 s 73; 1984 c 488 s 17; 1Sp1985 c 5 s 18; 1986 
 c 431 s 1; 1991 c 49 s 11,12; 1993 c 17 s 37; 1997 c 10 art 1 s 
 21; 2002 c 311 art 1 s 19