As Introduced 1
123rd General Assembly 4
Regular Session H. B. No. 6 5
1999-2000 6
REPRESENTATIVES D.MILLER-SCHULER-DePIERO- 8
OPFER-TRAKAS-FORD-SULLIVAN- 9
GERBERRY-BOYD-JONES-STAPLETON- 10
O'BRIEN-WINKLER-MOTTLEY-SCHUCK- 11
ALLEN-WILLAMOWSKI-JACOBSON 12
13
A B I L L
To amend section 1701.48 of the Revised Code to 15
include electronic transmissions as a method of 16
appointing a voting proxy.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 18
Section 1. That section 1701.48 of the Revised Code be 20
amended to read as follows: 21
Sec. 1701.48. (A) A person who is entitled to attend a 30
shareholders' meeting, to vote thereat AT A SHAREHOLDERS' 32
MEETING, or to execute consents, waivers, or releases, may be 33
represented at such THE meeting or vote thereat AT THE MEETING, 36
and MAY execute consents, waivers, and releases, and MAY exercise 38
any of his THE PERSON'S other rights, by proxy or proxies 40
appointed by a writing signed by such THE person OR APPOINTED BY 41
A VERIFIABLE COMMUNICATION AUTHORIZED BY THE PERSON. 42
(B) A ANY TRANSMISSION THAT CREATES A RECORD CAPABLE OF 44
AUTHENTICATION, INCLUDING, BUT NOT LIMITED TO, A telegram or, A 46
cablegram appearing, ELECTRONIC MAIL, OR AN ELECTRONIC, 47
TELEPHONIC, OR OTHER TRANSMISSION, THAT APPEARS to have been 48
transmitted by such A person, or a DESCRIBED IN DIVISION (A) OF 50
THIS SECTION AND THAT APPOINTS A PROXY IS A SUFFICIENT VERIFIABLE 51
COMMUNICATION TO APPOINT A PROXY. A photographic, photostatic, 52
FACSIMILE TRANSMISSION, or equivalent reproduction of a writing, 53
2
appointing THAT IS SIGNED BY A PERSON DESCRIBED IN DIVISION (A) 54
OF THIS SECTION AND THAT APPOINTS a proxy is a sufficient writing 56
TO APPOINT A PROXY.
(C) No appointment of a proxy is valid after the 58
expiration of eleven months after it is made unless the writing 59
OR VERIFIABLE COMMUNICATION specifies the date on which it is to 61
expire or the length of time it is to continue in force. No 62
proxy appointed for or in connection with the shareholder 63
authorization of a control share acquisition pursuant to section 64
1701.831 of the Revised Code is valid if it provides that it is 65
irrevocable or if it is sought, appointed, and received other 66
than both:
(1) In accordance with all applicable requirements of the 68
law of this state and the law of the United States; 69
(2) Separate and apart from the sale or purchase, contract 71
or tender for sale or purchase, or request or invitation for 72
tender for sale or purchase, of shares of the issuing public 73
corporation. 74
(D) Every appointment of a proxy shall be revocable unless 76
such THAT appointment is coupled with an interest, except that, 77
as provided in division (C) of this section, proxies appointed 79
for or in connection with the shareholder authorization of a 80
control share acquisition pursuant to section 1701.831 of the 81
Revised Code shall be revocable at all times prior to the 82
obtaining of such THAT shareholder authorization, whether or not 83
coupled with an interest. A revocation of a revocable 85
appointment may be made only as provided in this section. 86
Without affecting any vote previously taken, the person 87
appointing a proxy may revoke a revocable appointment by a later 88
appointment received by the corporation or by giving notice of 89
revocation to the corporation in writing, IN A VERIFIABLE 90
COMMUNICATION, or in open meeting. The presence at a meeting of 91
the person appointing a proxy does not revoke the appointment. 92
(E) A revocable appointment of a proxy is not revoked by 94
3
the death or incompetency of the maker unless, before the vote is 95
taken or the authority granted is otherwise exercised, written 96
notice of such THE death or incompetency OF THE MAKER is received 98
by the corporation from the executor or administrator of the 99
estate of such THE maker or from the fiduciary having control of 100
the shares in respect of which the proxy was appointed. 102
(F) Unless the writing OR VERIFIABLE COMMUNICATION 104
appointing a proxy otherwise provides: 106
(1) Each proxy has the power of substitution, and, when 108
IF three or more proxies are appointed, a majority of them or of 110
their substitutes may appoint one or more substitutes to act for 111
all;. 112
(2) If more than one proxy is appointed, then (a) with 114
respect to voting or executing consents, waivers, or releases, or 115
objections to consents at a shareholders' meeting, a majority of 116
such THE proxies as THAT attend the meeting, or if only one 118
attends then that one, may exercise all the voting and consenting 119
authority thereat AT THE MEETING; and if one or more attend and a 120
majority do not agree on any particular issue, each proxy so 122
attending shall be entitled to exercise such THAT authority with 123
respect to an equal number of shares; (b) with respect to 125
exercising any other authority, a majority may act for all. 126
Section 2. That existing section 1701.48 of the Revised 128
Code is hereby repealed. 129