2001 Legislation
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HOUSE BILL NO. 133 – Corporate shareholder, proxy vote


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Daily Data Tracking History

H0133...........................................................by BUSINESS
CORPORATIONS - SHAREHOLDERS - Amends existing law to revise the means by
which a shareholder may vote his shares by proxy.
02/01    House intro - 1st rdg - to printing
02/02    Rpt prt - to Bus
02/08    Rpt out - rec d/p - to 2nd rdg
02/09    2nd rdg - to 3rd rdg
02/13    3rd rdg - PASSED - 64-0-6
      AYES -- Barraclough, Barrett, Bell, Bieter, Black, Boe, Bolz,
      Bradford, Bruneel, Campbell, Chase, Clark, Collins, Crow, Deal,
      Denney, Ellis, Ellsworth, Eskridge, Field(13), Field(20), Gagner,
      Hadley, Hammond, Harwood, Henbest, Higgins, Hornbeck, Jaquet, Jones,
      Kellogg, Kendell, Kunz, Lake, Langford, Loertscher, Mader, Marley,
      McKague, Meyer, Montgomery, Mortensen, Moyle, Pearce, Pischner,
      Pomeroy, Raybould, Ridinger, Roberts, Robison, Sali, Schaefer,
      Sellman, Shepherd, Smith, Smylie, Stevenson, Stone, Swan, Tilman,
      Trail, Wheeler, Wood, Young
      NAYS -- None
      Absent and excused -- Bedke, Callister, Cuddy, Gould, Moss, Mr.
    Floor Sponsor -- Gagner
    Title apvd - to Senate
02/14    Senate intro - 1st rdg - to Com/HuRes
02/28    Rpt out - rec d/p - to 2nd rdg
03/01    2nd rdg - to 3rd rdg
03/14    3rd rdg - PASSED - 34-0-1
      AYES -- Andreason, Boatright, Branch, Brandt, Bunderson, Burtenshaw,
      Cameron, Danielson, Darrington, Davis, Deide, Dunklin, Frasure,
      Geddes, Goedde, Hawkins, Ingram, Ipsen, Keough, King-Barrutia, Lee,
      Lodge, Noh, Richardson, Risch, Sandy, Schroeder, Sorensen, Stegner,
      Stennett, Thorne, Wheeler, Whitworth, Williams
      NAYS -- None
      Absent and excused -- Sims
    Floor Sponsor - Ipsen
    Title apvd - to House
03/15    To enrol
03/16    Rpt enrol - Sp signed - Pres signed
03/19    To Governor
    Governor signed
         Session Law Chapter 62
         Effective: 03/19/01

Bill Text

  ||||              LEGISLATURE OF THE STATE OF IDAHO             ||||
 Fifty-sixth Legislature                  First Regular Session - 2001
                              IN THE HOUSE OF REPRESENTATIVES
                                     HOUSE BILL NO. 133
                                   BY BUSINESS COMMITTEE
  1                                        AN ACT
  4        AN EMERGENCY.
  5    Be It Enacted by the Legislature of the State of Idaho:
  6        SECTION 1.  That Section 30-1-722, Idaho Code, be, and the same is  hereby
  7    amended to read as follows:
  8        30-1-722.  PROXIES.  (1) A shareholder may vote his shares in person or by
  9    proxy. The following shall constitute valid means by which a  shareholder  may
 10    authorize another person to act as proxy:
 11        (2a)  A  shareholder  may appoint a proxy to vote or otherwise act for him
 12        by signing an appointment form, either personally or by  his  attorney-in-
 13        fact  execute  a  writing authorizing another person or persons to act for
 14        such shareholder as proxy. Execution may be  accomplished  by  the  share-
 15        holder,  or  such  shareholder's authorized officer, director, employee or
 16        agent, signing such writing or  causing  such  person's  signature  to  be
 17        affixed to such writing by any reasonable means including, but not limited
 18        to, facsimile signature.
 19        (b)  A shareholder may authorize another person or persons to act for such
 20        shareholder  as proxy by transmitting or authorizing the transmission of a
 21        telegram, cablegram or other means of electronic transmission to the  per-
 22        son  who  will be the holder of the proxy or to a proxy solicitation firm,
 23        proxy support service organization or similar agent duly authorized by the
 24        person who will be the holder of the proxy to receive  such  transmission,
 25        provided  that  any  such telegram, cablegram or other means of electronic
 26        transmission must either set forth or be submitted with  information  from
 27        which  it  can  be  determined that the telegram, cablegram or other elec-
 28        tronic transmission was authorized by the shareholder. If it is determined
 29        that such telegram, cablegram or other electronic transmission  is  valid,
 30        the  inspectors  or, if there are no inspectors, such other persons making
 31        that determination, shall specify the information upon which they relied.
 32        (c)  Any copy, facsimile telecommunication or other reliable  reproduction
 33        of the writing or transmission created pursuant to paragraph (a) or (b) of
 34        this subsection may be substituted or used in lieu of the original writing
 35        or transmission for any and all purposes for which the original writing or
 36        transmission  could be used, provided that such copy, facsimile telecommu-
 37        nication or other reproduction shall be a complete  reproduction  for  the
 38        entire original writing or transmission.
 39        (32)  An  appointment  of a proxy is effective when received by the secre-
 40    tary or other officer or agent authorized to tabulate votes. An appointment is
 41    valid for eleven (11) months unless a longer period is expressly  provided  in
 42    the  appointment  form writing or transmission executed pursuant to subsection
 43    (1) of this section.
  1        (43)  An appointment of a proxy is revocable by the shareholder unless the
  2    appointment form writing or transmission executed pursuant to  subsection  (1)
  3    of  this  section conspicuously states that it is irrevocable and the appoint-
  4    ment is coupled with  an  interest.  Appointments  coupled  with  an  interest
  5    include the appointment of:
  6        (a)  A pledgee;
  7        (b)  A person who purchased or agreed to purchase the shares;
  8        (c)  A  creditor  of  the  corporation  who extended it credit under terms
  9        requiring the appointment;
 10        (d)  An employee of the corporation whose employment contract requires the
 11        appointment; or
 12        (e)  A party to a voting agreement created under section  30-1-731,  Idaho
 13        Code.
 14        (54)  The  death  or incapacity of the shareholder appointing a proxy does
 15    not affect the right of the corporation to accept the proxy's authority unless
 16    notice of the death or incapacity is received by the secretary or other  offi-
 17    cer  or  agent  authorized  to  tabulate  votes before the proxy exercises his
 18    authority under the appointment.
 19        (65)  An appointment made irrevocable under subsection (43) of  this  sec-
 20    tion is revoked when the interest with which it is coupled is extinguished.
 21        (76)  A  transferee for value of shares subject to an irrevocable appoint-
 22    ment may revoke the appointment if he did not know of its  existence  when  he
 23    acquired  the  shares and the existence of the irrevocable appointment was not
 24    noted conspicuously on the certificate  representing  the  shares  or  on  the
 25    information statement for shares without certificates.
 26        (87)  Subject  to section 30-1-724, Idaho Code, and to any express limita-
 27    tion on the proxy's authority appearing on the face of  the  appointment  form
 28    writing or transmission executed pursuant to subsection (1) of this section, a
 29    corporation  is entitled to accept the proxy's vote or other action as that of
 30    the shareholder making the appointment authorizing the person to act as proxy.
 31        SECTION 2.  An emergency existing  therefor,  which  emergency  is  hereby
 32    declared to exist, this act shall be in full force and effect on and after its
 33    passage and approval.

Statement of Purpose / Fiscal Impact

                      STATEMENT OF PURPOSE
                            RS 10783
The purpose of this legislation is to allow businesses incorporated
in Idaho to accept shareholder proxy votes by electronic means,
including facsimile, telegram, telephonically, or by electronic
mail.  Presently, corporations can only accept written proxy
statements.  This change will make it easier for shareholders to
submit their votes using modern electronic devices.

                         FISCAL IMPACT
This bill would have no impact on the General Fund.  

Contact:  Rep. Lee Gagner
          Idaho House of Representatives

STATEMENT OF PURPOSE/FISCAL NOTE                       H 13