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

Terms Used In Alaska Statutes 10.06.421

  • action: includes any matter or proceeding in a court, civil or criminal. See Alaska Statutes 01.10.060
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Fiduciary: A trustee, executor, or administrator.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • person: means an individual, a corporation, a partnership, an association, a joint-stock company, an estate, a trust if the interests of the beneficiaries are evidenced by a security, an unincorporated association, a government, a political subdivision of a government, or a combination of these entities. See Alaska Statutes 10.06.990
  • proxy: means a written authorization or an electronic transmission signed by a shareholder or the shareholder's attorney-in-fact giving another person power to vote with respect to the shares of the shareholder. See Alaska Statutes 10.06.990
  • shareholder: means a holder of record of a share in a corporation. See Alaska Statutes 10.06.990
  • Trustee: A person or institution holding and administering property in trust.
  • vote: includes authorization by written consent subject to the provisions of Alaska Stat. See Alaska Statutes 10.06.990
(b) If the name signed on a document does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the document and give it effect as the act of the shareholder if

(1) the shareholder 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 administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the document;
(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the document;
(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation or the signatory’s authority to sign for the shareholder has been presented with respect to the document; or
(5) two or more persons are the shareholder as cotenants or fiduciaries, the name signed purports to be the name of at least one of the coowners, and the person signing appears to be acting on behalf of all the coowners.
(c) The corporation is entitled to reject a document if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis to doubt the validity of the signature on the document or the signatory’s authority to sign for the shareholder.
(d) The corporation and its officer or agent who accepts or rejects a document in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a document under this section is valid unless a court of competent jurisdiction determines otherwise.
(f) In this section, “document” means vote, consent, waiver, or proxy appointment.
  Previous section
Next section  
 Article 5 Contents