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As Introduced
123rd General Assembly
Regular Session
1999-2000 | H. B. No. 6 |
REPRESENTATIVES D.MILLER-SCHULER-DePIERO-
OPFER-TRAKAS-FORD-SULLIVAN-
GERBERRY-BOYD-JONES-STAPLETON-
O'BRIEN-WINKLER-MOTTLEY-SCHUCK-
ALLEN-WILLAMOWSKI-JACOBSON
A BILL
To amend section 1701.48 of the Revised Code to include electronic
transmissions as a method of appointing a voting proxy.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That section 1701.48 of the Revised Code be amended to read as
follows:
Sec. 1701.48. (A) A person who is entitled to attend a
shareholders' meeting, to vote thereat AT A SHAREHOLDERS'
MEETING, or to execute consents,
waivers, or releases, may be represented at such THE
meeting or
vote
thereat AT THE MEETING, and MAY execute consents,
waivers, and releases, and
MAY exercise any of his THE PERSON'S other rights, by
proxy or
proxies appointed
by a writing signed by such THE person OR APPOINTED BY A
VERIFIABLE COMMUNICATION AUTHORIZED BY THE PERSON.
(B) A ANY TRANSMISSION THAT CREATES A RECORD CAPABLE OF
AUTHENTICATION, INCLUDING, BUT NOT LIMITED TO, A telegram
or, A cablegram appearing, ELECTRONIC
MAIL, OR AN ELECTRONIC, TELEPHONIC, OR OTHER TRANSMISSION, THAT APPEARS to
have been
transmitted by such A person, or a DESCRIBED IN
DIVISION (A) OF THIS SECTION AND THAT APPOINTS A PROXY IS A
SUFFICIENT VERIFIABLE COMMUNICATION TO APPOINT A PROXY. A photographic,
photostatic, FACSIMILE TRANSMISSION, or
equivalent reproduction of a writing, appointing THAT IS SIGNED BY A
PERSON DESCRIBED IN DIVISION (A) OF THIS SECTION AND THAT
APPOINTS a proxy is a
sufficient writing TO APPOINT A PROXY.
(C) No appointment of a proxy is valid after the
expiration of eleven months after it is made unless the writing OR
VERIFIABLE COMMUNICATION
specifies the date on which it is to expire or the length of time
it is to continue in force. No proxy appointed for or in
connection with the shareholder authorization of a control share
acquisition pursuant to section 1701.831 of the Revised Code is
valid if it provides that it is irrevocable or if it is sought,
appointed, and received other than both:
(1) In accordance with all applicable requirements of the
law of this state and the law of the United States;
(2) Separate and apart from the sale or purchase, contract
or tender for sale or purchase, or request or invitation for
tender for sale or purchase, of shares of the issuing public
corporation.
(D) Every appointment of a proxy shall be revocable unless
such THAT appointment is coupled with an interest, except that,
as
provided in division (C) of this section, proxies appointed for
or in connection with the shareholder authorization of a control
share acquisition pursuant to section 1701.831 of the Revised
Code shall be revocable at all times prior to the obtaining of
such THAT shareholder authorization, whether or not coupled with
an
interest. A revocation of a revocable appointment may be made
only as provided in this section. Without affecting any vote
previously taken, the person appointing a proxy may revoke a
revocable appointment by a later appointment received by the
corporation or by giving notice of revocation to the corporation
in writing, IN A VERIFIABLE COMMUNICATION, or in open
meeting. The presence at a meeting of the
person appointing a proxy does not revoke the appointment.
(E) A revocable appointment of a proxy is not revoked by
the death or incompetency of the maker unless, before the vote is
taken or the authority granted is otherwise exercised, written
notice of such THE death or incompetency OF THE MAKER is
received by the
corporation from the executor or administrator of the estate of
such THE maker or from the fiduciary having control of the
shares in
respect of which the proxy was appointed.
(F) Unless the writing OR VERIFIABLE COMMUNICATION appointing a proxy
otherwise
provides:
(1) Each proxy has the power of substitution, and, when
IF
three or more proxies are appointed, a majority of them or of
their substitutes may appoint one or more substitutes to act for
all;.
(2) If more than one proxy is appointed, then (a) with
respect to voting or executing consents, waivers, or releases, or
objections to consents at a shareholders' meeting, a majority of
such THE proxies as THAT attend the meeting, or if
only one attends then
that one, may exercise all the voting and consenting authority
thereat AT THE MEETING; and if one or more attend and a majority
do not agree on
any particular issue, each proxy so attending shall be entitled
to exercise such THAT authority with respect to an equal number
of
shares; (b) with respect to exercising any other authority, a
majority may act for all.
Section 2. That existing section 1701.48 of the Revised Code is hereby
repealed.
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