Proxies (for NicoleW4) in GA

Started by TimB4 • 4 replies • 1439 views

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TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By NicoleW4 on 01/16/2013 11:59 AM
Do you know where I can find this same information for Georgia? I want to create my own proxy and need to make sure I include everything to make it valid. The neighborhood proxy is worded so that the proxy will go to the preselected board by the selection committee. Can they do that?

thanks,

TimB4 (Tennessee)
Posts: 21,059

Posted:

Nicole,

Proxies can typically be of 3 types:

General - allows the representative to vote however they think is best
Directed - directs the representative to vote a specific way
Quorum Only - allows the representative to be counted toward a quorum but they may not vote on behalf of the member.

Proxies are addressed in GA corporate code. GA statutes can be reviewed on lexisnexis.com

The specific statute is O.C.G.A. § 14-3-724 which states:

§ 14-3-724. Proxies

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy.

(b) A member or his or her agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the member, the member's agent, or the member's attorney in fact authorized the electronic transmission.

(c) An appointment of a proxy is effective when a signed appointment form or electronic transmission of the appointment is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.

(d) An appointment of a proxy is revocable by the member.

(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority 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 authority under the appointment.

(f) Appointment of a proxy is revoked by the person appointing the proxy:

(1) Attending any meeting and voting in person; or

(2) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

(g) Subject to Code Section 14-3-727 and any express limitation on the proxy's authority appearing on the face of the appointment form or in the electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.

(h) Any copy, facsimile transmission, or other reliable reproduction of the writing or electronic transmission created pursuant to subsection (b) of this Code section may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission.

(i) A corporation may adopt bylaws authorizing additional means or procedures for members to exercise rights granted by this Code section.

TimB4 (Tennessee)
Posts: 21,059

Posted:

More info from GA code:

§ 14-3-727. Validity of signature on proxy

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:

(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) The name signed purports to be that of an attorney in fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders;

(4) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(5) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(c) The corporation is 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 member or about the faithfulness or completeness of the reproduction when the original has not been examined.

(d) The corporation and its officer or agent who accept or reject a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Code section or subsection (b) of Code Section 14-3-724 are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this Code section or subsection (b) of Code Section 14-3-724 is valid unless a court of competent jurisdiction determines otherwise.

NicoleW4 (Georgia)
Posts: 41

Posted:

Thank you to both of you. This is very helpful. I created a General Proxy and put the GA codes under the signiture. It is a single sheet with 2 sides. I am hoping it works. The neighbors are very receptive to the new proxy.

NicoleW4 (Georgia)
Posts: 41

Posted:

Oops. Thank you twice Tim.

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