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308B.565 PROXIES.
    Subdivision 1. Authorization. (a) A patron member may only grant a proxy to vote to
another patron member.
(b) A member may cast or authorize the casting of a vote by:
(1) filing a written appointment of a proxy with the board 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 member, of an appointment of a proxy with the
cooperative or the cooperative's duly authorized agent at or before the meeting at which the
appointment is to be effective.
(c) 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 member. If it is reasonably concluded that the telephonic transmission or
authenticated electronic communication is valid, the inspectors of election or, if there are not
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 member,
or otherwise participate, in a meeting by remote communication under section 308B.531, to
the extent the member appointing the proxy would have been entitled to participate by remote
communication if the member did not appoint the proxy.
(d) 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 transmission could be used, if the copy, facsimile,
telecommunication, or other reproduction is a complete and legible reproduction of the entire
original writing or transmission.
(e) An appointment of a proxy for membership interests owned jointly by two or more
members is valid if signed or consented to by authenticated electronic communication, by any
one of them, unless the cooperative receives from any one of those members written notice or an
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 membership interests or the cooperative.
    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 a manager of the
cooperative or by filing a new written appointment of a proxy with a manager of the cooperative.
Termination in either manner revokes all prior proxy appointments and is effective when filed
with a manager of the cooperative.
    Subd. 4. Revocation by death or 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 a manager of the cooperative 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 member:
(1) any one of them may vote the membership interests on each item of business in
accordance with specific instructions contained in the appointment; and
(2) if no specific instructions are contained in the appointment with respect to voting the
membership interests on a particular item of business, the membership interests must be voted
as a majority of the proxies determines. If the proxies are equally divided, the membership
interests must not be voted.
    Subd. 6. Vote of proxy accepted and liability. Unless the appointment of a proxy contains
a restriction, limitation, or specific reservation of authority, the cooperative 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 member 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. Limited authority. If a proxy is given authority by a member to vote on less
than all items of business considered at a meeting of members, the member is considered to be
present and entitled to vote by the proxy only with respect to those items of business for which
the proxy has authority to vote. A proxy who is given authority by a member 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.
History: 2003 c 105 art 1 s 51

Official Publication of the State of Minnesota
Revisor of Statutes