2000 Minnesota Statutes

     317A.453 Proxies. 

    Subdivision 1.    Authorization.  If the articles or 
 bylaws permit proxy voting, a member may appoint a proxy to vote 
 or otherwise act for the member by signing an appointment form 
 either personally or by an attorney-in-fact. 

    Subd. 2.    Effective period.  An appointment of a proxy 
 is effective when received by the secretary or other officer or 
 agent authorized to tabulate votes.  An appointment is valid for 
 11 months unless a different period is expressly provided in the 
 appointment form provided, however, that a proxy is not valid 
 for more than three years from its date of execution. 

    Subd. 3.    Revocation.  An appointment of a proxy is 
 revocable by the member.  Appointment of a proxy is revoked by 
 the person appointing the proxy by: 

    (1) attending a meeting and voting in person; or 

    (2) signing and delivering to the officer or agent 
 authorized to tabulate proxy votes either a writing stating that 
 the appointment of the proxy is revoked or a later appointment 
 form. 

    Subd. 4.    Death.  The death or incapacity of the 
 member appointing a proxy does not affect the right of the 
 corporation to accept the proxy's authority unless notice of the 
 death or incapacity is received by the secretary or other 
 officer or agent authorized to tabulate votes before the proxy 
 exercises authority under the appointment. 

    Subd. 5.    Acceptance of vote; liability.  (a) Subject 
 to section 317A.455 and an express limitation on the proxy's 
 authority appearing on the face of the appointment form, a 
 corporation is entitled to accept the proxy's vote or other 
 action as that of the member making the appointment. 

    (b) 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. 6.    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 on each item of business in 
 accordance with specific instructions contained in the 
 appointment; or 

    (2) if no specific instructions are contained in the 
 appointment with respect to voting on a particular item of 
 business, a majority of the proxies have the authority conferred 
 by the instrument.  If the proxies are equally divided, they 
 share the vote equally. 

    HIST: 1989 c 304 s 76; 1990 c 488 s 30