KRS 271B.7-220: Proxies.

(1) A shareholder may vote his or her shares in person or by proxy.

(2) A shareholder, or his or her agent or attorney-in-fact, may appoint a proxy to vote or

otherwise act for the shareholder by signing an appointment form or by an

electronic transmission. An electronic transmission shall contain, or be

accompanied by, information from which one can determine that the shareholder,

the shareholder's agent, or the shareholder's attorney -in-fact authorized the

electronic transmission.

(3) An appointment of a proxy shall be effective when a signed appointment form or an

electronic transmission of the appointment is received by the secretary or other

officer or agent authorized to tabulate votes. An appointment shall be valid for

eleven (11) months unless a longer p eriod is expressly provided in the appointment

form.

(4) An appointment of a proxy shall be revocable unless the appointment form or

electronic transmission states that it is irrevocable and the appointment is coupled

with an interest. Appointments coupled with an interest include the appointment of:

(a) A pledgee;

(b) A person who purchased or agreed to purchase the shares;

(c) A creditor of the corporation who extended it credit under terms requiring the

appointment;

(d) An employee of the corporation who se employment contract requires the

appointment; or

(e) A party to a voting agreement created under KRS 271B.7-310.

(5) The death or incapacity of the shareholder appointing a proxy shall not affect the

right of the corporation to accept the proxy's author ity 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 his authority under the appointment.

(6) An appointment made irrevocable under subsection (4) of thi s section shall be

revocable when the interest with which it is coupled is extinguished. The revocation

of an appointment under this subsection shall not be effective until the secretary of

the corporation has received written notice of the revocation.

(7) A transferee for value of shares subject to an irrevocable appointment may revoke

the appointment if he did not know of its existence when he acquired the shares and

the existence of the irrevocable appointment was not noted conspicuously on the

certificate representing the shares or on the information statement for shares without

certificates.

(8) Subject to KRS 271B.7 -240 and to any express limitation on the proxy's authority

stated in the appointment form or electronic transmission, a corporation shall be

entitled to accept the proxy's vote or other action as that of the shareholder making

the appointment.