{"data":{"id":"us-ky/krs-271b.7-220","jurisdiction":"us-ky","citation":"KRS 271B.7-220","heading":"Proxies.","body":"(1) A shareholder may vote his or her shares in person or by proxy.\n(2) A shareholder, or his or her agent or attorney-in-fact, may appoint a proxy to vote or\notherwise act for the shareholder by signing an appointment form or by an\nelectronic transmission. An  electronic transmission shall contain, or be\naccompanied by, information from which one can determine that the shareholder,\nthe shareholder's agent, or the shareholder's attorney -in-fact authorized the\nelectronic transmission.\n(3) An appointment of a proxy shall be effective when a signed appointment form or an\nelectronic transmission of the appointment is received by the secretary or other\nofficer or agent authorized to tabulate votes. An appointment shall be valid for\neleven (11) months unless a longer p eriod is expressly provided in the appointment\nform.\n(4) An appointment of a proxy shall be revocable unless the appointment form or\nelectronic transmission states that it is irrevocable and the appointment is coupled\nwith an interest. Appointments coupled with an interest include the appointment of:\n(a) A pledgee;\n(b) A person who purchased or agreed to purchase the shares;\n(c) A creditor of the corporation who extended it credit under terms requiring the\nappointment;\n(d) An employee of the corporation who se employment contract requires the\nappointment; or\n(e) A party to a voting agreement created under KRS 271B.7-310.\n(5) The death or incapacity of the shareholder appointing a proxy shall not affect the\nright of the corporation to accept the proxy's author ity unless notice of the death or\nincapacity is received by the secretary or other officer or agent authorized to\ntabulate votes before the proxy exercises his authority under the appointment.\n(6) An appointment made irrevocable under subsection (4) of thi s section shall be\nrevocable when the interest with which it is coupled is extinguished. The revocation\nof an appointment under this subsection shall not be effective until the secretary of\nthe corporation has received written notice of the revocation.\n(7) A transferee for value of shares subject to an irrevocable appointment may revoke\nthe appointment if he did not know of its existence when he acquired the shares and\nthe existence of the irrevocable appointment was not noted conspicuously on the\ncertificate representing the shares or on the information statement for shares without\ncertificates.\n(8) Subject to KRS 271B.7 -240 and to any express limitation on the proxy's authority\nstated in the appointment form or electronic transmission, a corporation shall be\nentitled to accept the proxy's vote or other action as that of the shareholder making\nthe appointment.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13362","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:18Z","sha256":"3dd11dbf72ec8e7aa30840ba80d2b3e0597a1e5f9df056e4b696893e5e47f527","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.7-210","next":"us-ky/krs-271b.7-230"},"notice":"GroundRules: Original legal text. Not legal advice."}