Print Friendly HOUSE BILL NO. 133 – Corporate shareholder, proxy vote
HOUSE BILL NO. 133
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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
Session Law Chapter 62
|||| 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
2 RELATING TO CORPORATIONS; AMENDING SECTION 30-1-722, IDAHO CODE, TO REVISE
3 MEANS BY WHICH A SHAREHOLDER MAY VOTE HIS SHARES BY PROXY; AND DECLARING
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
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
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.
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