[ Search ] [ Legislation ] [ Bill Summary ]
[ Home ] [ Back ] [ Bottom ]
| [ Introduced ] | [ Engrossed ] | [ Enrolled ] |
| [ House Amendment 001 ] | [ House Amendment 003 ] | [ Senate Amendment 001 ] |
| [ Conference Committee Report 001 ] |
90_SB1674ham002
LRB9011420DJcdam04
1 AMENDMENT TO SENATE BILL 1674
2 AMENDMENT NO. . Amend Senate Bill 1674 as follows:
3 on page 1, by replacing line 1 with the following:
4 "AN ACT concerning governmental functions."; and
5 on page 4, below line 8, by inserting the following:
6 "Section 91. The Business Corporation Act of 1983 is
7 amended by changing Section 7.50 as follows:
8 (805 ILCS 5/7.50) (from Ch. 32, par. 7.50)
9 Sec. 7.50. Proxies.
10 (a) A shareholder may appoint a proxy to vote or
11 otherwise act for him or her by delivering a valid
12 appointment form to the person so appointed or to a proxy
13 solicitation firm, proxy support service organization, or
14 like agent duly authorized by the person or persons to
15 receive the transmission. Without limiting the manner in
16 which a shareholder may appoint such a proxy pursuant to this
17 Section 7.50, the following shall constitute valid means by
18 which a shareholder may make such an appointment:
19 (1) A shareholder may sign a proxy appointment
20 form. The shareholder's signature may be affixed by any
21 reasonable means, including, but not limited to, by
-2- LRB9011420DJcdam04
1 facsimile signature.
2 (2) A shareholder may transmit or authorize the
3 transmission of a telegram, cablegram, or other means of
4 electronic transmission; provided that any such
5 transmission must either set forth or be submitted with
6 information from which it can be determined that the
7 telegram, cablegram, or other electronic transmission was
8 authorized by the shareholder. If it is determined that
9 the telegram, cablegram, or other electronic transmission
10 is valid, the inspectors or, if there are no inspectors,
11 such other persons making that determination shall
12 specify the information upon which they relied.
13 Any copy, facsimile telecommunication, or other reliable
14 reproduction of the writing or transmission may be
15 substituted or used in lieu of the original writing or
16 transmission for any and all purposes for which the original
17 writing or transmission could be used, provided that the
18 copy, facsimile telecommunication, or other reproduction
19 shall be a complete reproduction of the entire original
20 writing or transmission. A shareholder may appoint a proxy to
21 vote or otherwise act for him or her by signing an
22 appointment form and delivering it to the person so
23 appointed.
24 (b) No proxy shall be valid after the expiration of 11
25 months from the date thereof unless otherwise provided in the
26 proxy. Every proxy continues in full force and effect until
27 revoked by the person executing it prior to the vote pursuant
28 thereto, except as otherwise provided in this Section. Such
29 revocation may be effected by a writing delivered to the
30 corporation stating that the proxy is revoked or by a
31 subsequent proxy executed by, or by attendance at the meeting
32 and voting in person by, the person executing the proxy. The
33 dates contained on the forms of proxy presumptively determine
34 the order of execution, regardless of the postmark dates on
-3- LRB9011420DJcdam04
1 the envelopes in which they are mailed.
2 (c) An appointment of a proxy is revocable by the
3 shareholder unless the appointment form conspicuously states
4 that it is irrevocable and the appointment is coupled with an
5 interest in the shares or in the corporation generally. By
6 way of example and without limiting the generality of the
7 foregoing, a proxy is coupled with an interest when the proxy
8 appointed is one of the following:
9 (1) a pledgee;
10 (2) a person who has purchased or has agreed to purchase
11 the shares;
12 (3) a creditor of the corporation who has extended it
13 credit under terms requiring the appointment, if the
14 appointment states the purpose for which it was given, the
15 name of the creditor, and the amount of credit extended;
16 (4) an employee of the corporation whose employment
17 contract requires the appointment, if the appointment states
18 the purpose for which it was given, the name of the employee,
19 and the period of employment; or
20 (5) a party to a voting agreement created under Section
21 7.70.
22 (d) The death or incapacity of the shareholder
23 appointing a proxy does not revoke the proxy's authority
24 unless notice of the death or incapacity is received by the
25 officer or agent who maintains the corporation's share
26 transfer book before the proxy exercises his or her authority
27 under the appointment.
28 (e) An appointment made irrevocable under subsection (c)
29 becomes revocable when the interest in the proxy terminates
30 such as when the pledge is redeemed, the shares are
31 registered in the purchaser's name, the creditor's debt is
32 paid, the employment contract ends, or the voting agreement
33 expires.
34 (f) A transferee for value of shares subject to an
-4- LRB9011420DJcdam04
1 irrevocable appointment may revoke the appointment if the
2 transferee was ignorant of its existence when the shares were
3 acquired and both the existence of the appointment and its
4 irrevocability were not noted conspicuously on the
5 certificate (or information statement for shares without
6 certificates) representing the shares.
7 (g) Unless the appointment of a proxy contains an
8 express limitation on the proxy's authority, a corporation
9 may accept the proxy's vote or other action as that of the
10 shareholder making the appointment. If the proxy appointed
11 fails to vote or otherwise act in accordance with the
12 appointment, the shareholder is entitled to such legal or
13 equitable relief as is appropriate in the circumstances.
14 (Source: P.A. 83-1025.)".