- [Votes per share] Each share confers one vote, subject to §213. The charter may provide otherwise; in that case, every reference in this chapter to a proportion of shares shall refer to such proportion of the votes.
- [Proxies allowed; duration] Each stockholder with voting rights may authorize other person(s) to act for her by proxy. No proxy shall be acted upon after 3 years from its date, unless the proxy provides for a longer period.
- [Non-exclusive forms of proxy] Without limiting other forms, the following are valid forms of proxies pursuant to subsection (b):
- A document executed by the stockholder or her agent.
- Electronic transmission by, or authorized by, the stockholder to the proxy holder (or its duly authorized agent) if such transmission allows determination that it was authorized by the stockholder. Persons making that determination shall specify the information upon which they relied.
- The proxy authorization may be documented, signed and delivered in accordance with § 116, provided that such authorization shall set forth, or be delivered with information enabling the corporation to determine, the identity of the stockholder.
- [Copies of proxy] Any reliable and complete reproduction of the entire document (including any electronic transmission) created pursuant to subsection (c) may be used in lieu of the original.
- [Irrevocable proxy] A proxy shall be irrevocable if it states so “and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power,” be it an interest in the stock itself or an interest in the corporation generally.