{"data":{"id":"us-ky/krs-271b.7-240","jurisdiction":"us-ky","citation":"KRS 271B.7-240","heading":"Corporation's acceptance of votes and persons authorized to vote","body":"shares.\n(1) If the name signed on or submitted with a vote, consent, waiver, or proxy\nappointment corresponds to the name or electronic signature of a shareholder, the\ncorporation if acting in good faith shall be entitled to accept the vote, consent,\nwaiver, or p roxy appointment and give it effect as the act of the shareholder. For\npurposes of this section, a telegram or cablegram appearing to have been\ntransmitted by the proper person, or a photographic, photostatic, or equivalent\nreproduction of a writing appoin ting a proxy may be accepted by the corporation, if\nacting in good faith, as a sufficient, signed appointment form.\n(2) If the name signed on or submitted with a vote, consent, waiver, or proxy\nappointment does not correspond to the name or electronic sign ature of its\nshareholder, the corporation if, acting in good faith, shall nevertheless be entitled to\naccept the vote, consent, waiver, or proxy appointment and give it effect as the act\nof the shareholder if:\n(a) The shareholder is an entity and the name signed purports to be that of an\nofficer or agent of the entity;\n(b) The name signed purports to be that of an administrator, executor, guardian,\nor conservator representing the shareholder and, if the corporation requests,\nevidence of fiduciary status acc eptable to the corporation has been presented\nwith respect to the vote, consent, waiver, or proxy appointment;\n(c) The name signed purports to be that of a receiver or trustee in bankruptcy of\nthe shareholder and, if the corporation requests, evidence of t his status\nacceptable to the corporation has been presented with respect to the vote,\nconsent, waiver, or proxy appointment;\n(d) The name signed purports to be that of a pledgee, beneficial owner, or\nattorney-in-fact of the shareholder and, if the corporat ion requests, evidence\nacceptable to the corporation of the signatory's authority to sign for the\nshareholder has been presented with respect to the vote, consent, waiver, or\nproxy appointment; or\n(e) Two (2) or more persons are the shareholder as cotenant s or fiduciaries and\nthe name signed purports to be the name of at least one (1) of the co -owners\nand the person signing appears to be acting on behalf of all the co-owners.\n(3) The corporation shall be entitled to reject a vote, consent, waiver, or proxy\nappointment if the secretary or other officer or agent authorized to tabulate votes,\nacting in good faith, has reasonable basis for doubt about the validity of the\nsignature on it or about the signatory's authority to sign for the shareholder or, in the\ncase of an electronic record, to affix the shareholder's electronic signature to the\nelectronic record.\n(4) The corporation and its officer or agent who accepts or rejects a vote, consent,\nwaiver, or proxy appointment in good faith and in accordance with the  standards of\nthis section or KRS 271B.7-220(2) shall not be liable in damages to the shareholder\nfor the consequences of the acceptance or rejection.\n(5) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or\nproxy appointment under this section or KRS 271B.7-220(2) shall be valid, unless a\ncourt of competent jurisdiction determines otherwise.\n(6) Shares standing in the name of another corporation, domestic or foreign, may be\nvoted by either the president of such corporation o r by proxy appointed by him,\nunless the board of directors of such other corporation authorizes another person to\nvote such shares.\n(7) Shares held by an administrator, executor, guardian, or conservator may be voted by\nhim, either in person or by proxy, w ithout a transfer of such shares into his name.\nShares standing in the name of a trustee may be voted by him, either in person or by\nproxy, but no trustee shall be entitled to vote shares held by him without a transfer\nof such shares into his name.\n(8) Where shares are held jointly by three (3) or more fiduciaries acting under an\ninstrument becoming effective after June 30, 1946, the will of the majority of such\nfiduciaries shall control the manner of voting or the giving of a proxy, unless the\ninstrument or order appointing the fiduciaries otherwise directs. Where, in any case,\nfiduciaries are equally divided upon the manner of voting shares jointly held by\nthem, any court of competent jurisdiction may, upon petition filed by any of the\nfiduciaries, or by a ny beneficiary, appoint an additional person to act with the\nfiduciaries in determining the manner in which the shares shall be voted upon the\nparticular questions as to which the fiduciaries are divided.\n(9) Shares standing in the name of a receiver may be voted by such receiver, and shares\nheld by or under the control of a receiver may be voted by such receiver without the\ntransfer thereof into his name if authority so to do be contained in an appropriate\norder of the court by which such receiver was appointed.\n(10) A shareholder whose shares are pledged shall be entitled to vote such shares until\nthe shares have been transferred into the name of the pledgee, and thereafter the\npledgee shall be entitled to vote the share so transferred.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13364","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:18Z","sha256":"d5d546d1115a27fb21c8f45c93146fe3e53d5fbf5aed74b74028fcabf83f4c46","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.7-230","next":"us-ky/krs-271b.7-250"},"notice":"GroundRules: Original legal text. Not legal advice."}