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Proxies 65. (1) Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a
meeting may authorize another person to act for him by
proxy.
(2) Every proxy must be signed by the shareholder or his
attorney-in-fact. No proxy shall be valid after the expiration
of eleven months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at
the pleasure of the shareholder executing it, except as
otherwise provided in this section.
(3) The authority of the holder of a proxy to act shall not be
revoked by the incompetence or death of the shareholder
who executed the proxy unless, before the authority is
exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate
officer responsible for maintaining the list of shareholders.
(4) Except when other provisions shall have been made by
written agreement between the parties, the record holder of
shares which are held by a pledge as security or which
belong to another, upon demand therefor and payment of
necessary expenses thereof, shall issue to the pledge or to
such owner of such shares a proxy to vote or take other
action thereon.
(5) A shareholder shall not sell his vote, or issue a proxy to
vote to any person for any sum of money or anything of
value, except as authorized in this subsection and [Section
7 1 ] hereof.
(6) A proxy which is entitled ‘‘irrevocable proxy" and
which states that it is irrevocable, is irrevocable if and as
long as it is coupled with an interest sufficient to support an
irrevocable power, including when it is held by any of the
following or a nominee of any of the following:
(i) A pledgee;
(ii) A person who has purchased or agreed to
purchase the shares;
(iii) A creditor of the corporation who extends or
continues credit to the corporation in consideration
of the proxy if the proxy states that it was given in
consideration of such extension or continuation of
credit, the amount thereof, and the name of the
person extending or continuing credit; and
(iv) A person who has contracted to perform service
as an officer of the corporation, if a proxy is
required by the contract of employment, if the
proxy states that it was given in consideration of
such contract of employment, the name of the
employee and the period of employment contracted
for.
(7) Notwithstanding a provision in a proxy stating that it is
irrevocable, the proxy becomes revocable after the pledge
is redeemed, or the debt of the corporation is paid, or the
period of employment provided for in the contract of
employment has terminated, and.becomes revocable, in a
case provided for in subsections (iii) and (iv) of paragraph
(6) of this section, at the end of the period, if any, specified
therein as the period during which it is irrevocable, or three
years after the date of the proxy, whichever period is less,
unless the period of irrevocability is renewed from time to
time by the execution of a new irrevocable proxy as
provided in this section. This paragraph does not affect the
duration of a proxy under subsection (2) hereof.
(8) A proxy may be revoked, notwithstanding a provision
making it irrevocable, by a purchaser of shares without
knowledge of the existence of the provision unless the
existence of the proxy and its irrevocability is noted
conspicuously on the face or back of the certificate
representing such shares.