Iowa Code 504.715 – Proxies
Current as of: 2023 | Check for updates
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1. Unless the articles or bylaws of a corporation prohibit or limit proxy voting, a member or the member’s agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form 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.
Terms Used In Iowa Code 504.715
- articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- Bylaws: means the code or codes of rules other than the articles adopted pursuant to this chapter for the regulation or management of the affairs of a corporation irrespective of the name or names by which such rules are designated. See Iowa Code 504.141
- Corporation: means a public benefit, mutual benefit, or religious corporation. See Iowa Code 504.141
- 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.
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Member: means a person who on more than one occasion, pursuant to the provisions of a corporation's articles or bylaws, has a right to vote for the election of a director or directors of a corporation, irrespective of how a member is defined in the articles or bylaws of the corporation. See Iowa Code 504.141
- Person: includes any individual or entity. See Iowa Code 504.141
- Proxy voting: The practice of allowing a legislator to cast a vote in committee for an absent legislator.
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 504. See Iowa Code 504.141
- Vote: includes authorization by written ballot and written consent. See Iowa Code 504.141
2. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of an appointment form is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided for in the appointment. However, a proxy shall not be valid for more than three years from its date of execution.
3. An appointment of a proxy is revocable by the member.
4. 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.
5. Appointment of a proxy is revoked by the person appointing the proxy if either of the following occurs:
a. The person appointing the proxy attends any meeting and votes in person.
b. The person appointing the proxy signs and delivers or sends through electronic transmission to the secretary or other officer or agent authorized to tabulate proxy votes either a writing or electronic transmission stating that the appointment of the proxy is revoked or a subsequent appointment form.
6. Subject to section 504.718 and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.