KRS 271B.7-240: Corporation's acceptance of votes and persons authorized to vote

shares.

(1) If the name signed on or submitted with a vote, consent, waiver, or proxy

appointment corresponds to the name or electronic signature of a shareholder, the

corporation if acting in good faith shall be entitled to accept the vote, consent,

waiver, or p roxy appointment and give it effect as the act of the shareholder. For

purposes of this section, a telegram or cablegram appearing to have been

transmitted by the proper person, or a photographic, photostatic, or equivalent

reproduction of a writing appoin ting a proxy may be accepted by the corporation, if

acting in good faith, as a sufficient, signed appointment form.

(2) If the name signed on or submitted with a vote, consent, waiver, or proxy

appointment does not correspond to the name or electronic sign ature of its

shareholder, the corporation if, acting in good faith, shall nevertheless be entitled to

accept the vote, consent, waiver, or proxy appointment and give it effect as the act

of the shareholder if:

(a) The shareholder is an entity and the name signed purports to be that of an

officer or agent of the entity;

(b) The name signed purports to be that of an administrator, executor, guardian,

or conservator representing the shareholder and, if the corporation requests,

evidence of fiduciary status acc eptable to the corporation has been presented

with respect to the vote, consent, waiver, or proxy appointment;

(c) The name signed purports to be that of a receiver or trustee in bankruptcy of

the shareholder and, if the corporation requests, evidence of t his status

acceptable to the corporation has been presented with respect to the vote,

consent, waiver, or proxy appointment;

(d) The name signed purports to be that of a pledgee, beneficial owner, or

attorney-in-fact of the shareholder and, if the corporat ion requests, evidence

acceptable to the corporation of the signatory's authority to sign for the

shareholder has been presented with respect to the vote, consent, waiver, or

proxy appointment; or

(e) Two (2) or more persons are the shareholder as cotenant s or fiduciaries and

the name signed purports to be the name of at least one (1) of the co -owners

and the person signing appears to be acting on behalf of all the co-owners.

(3) The corporation shall be entitled to reject a vote, consent, waiver, or proxy

appointment if the secretary or other officer or agent authorized to tabulate votes,

acting in good faith, has reasonable basis for doubt about the validity of the

signature on it or about the signatory's authority to sign for the shareholder or, in the

case of an electronic record, to affix the shareholder's electronic signature to the

electronic record.

(4) The corporation and its officer or agent who accepts or rejects a vote, consent,

waiver, or proxy appointment in good faith and in accordance with the standards of

this section or KRS 271B.7-220(2) shall not be liable in damages to the shareholder

for the consequences of the acceptance or rejection.

(5) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or

proxy appointment under this section or KRS 271B.7-220(2) shall be valid, unless a

court of competent jurisdiction determines otherwise.

(6) Shares standing in the name of another corporation, domestic or foreign, may be

voted by either the president of such corporation o r by proxy appointed by him,

unless the board of directors of such other corporation authorizes another person to

vote such shares.

(7) Shares held by an administrator, executor, guardian, or conservator may be voted by

him, either in person or by proxy, w ithout a transfer of such shares into his name.

Shares standing in the name of a trustee may be voted by him, either in person or by

proxy, but no trustee shall be entitled to vote shares held by him without a transfer

of such shares into his name.

(8) Where shares are held jointly by three (3) or more fiduciaries acting under an

instrument becoming effective after June 30, 1946, the will of the majority of such

fiduciaries shall control the manner of voting or the giving of a proxy, unless the

instrument or order appointing the fiduciaries otherwise directs. Where, in any case,

fiduciaries are equally divided upon the manner of voting shares jointly held by

them, any court of competent jurisdiction may, upon petition filed by any of the

fiduciaries, or by a ny beneficiary, appoint an additional person to act with the

fiduciaries in determining the manner in which the shares shall be voted upon the

particular questions as to which the fiduciaries are divided.

(9) Shares standing in the name of a receiver may be voted by such receiver, and shares

held by or under the control of a receiver may be voted by such receiver without the

transfer thereof into his name if authority so to do be contained in an appropriate

order of the court by which such receiver was appointed.

(10) A shareholder whose shares are pledged shall be entitled to vote such shares until

the shares have been transferred into the name of the pledgee, and thereafter the

pledgee shall be entitled to vote the share so transferred.