2006 Minnesota Statutes

322B.363 PROXIES.
    Subdivision 1. Authorization. (a) A member may cast or authorize the casting of a vote by
(1) filing a written appointment of a proxy with a manager of the limited liability company 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 limited liability company or the limited
liability company'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 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 according to section 322B.343,
to the extent the member appointing the proxy would have been entitled to participate by remote
communication according to section 322B.343, if the member 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 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.
(c) 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 limited liability company 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 limited liability company.
    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 limited
liability company, or by filing a new written appointment of a proxy with a manager of the limited
liability company. Termination in either manner revokes all prior proxy appointments and is
effective when filed with a manager of the limited liability company.
    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 limited liability company 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 determine. 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 limited liability company 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 for purposes of section 322B.346, 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 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.
    Subd. 8.[Repealed, 1999 c 85 art 2 s 95]
History: 1992 c 517 art 2 s 44; 1996 c 361 s 24; 1997 c 10 art 4 s 13; 1999 c 85 art 2 s
35,36; 2002 c 311 art 2 s 13