(805 ILCS 5/7.50)
(from Ch. 32, par. 7.50)
(a) A shareholder may appoint a proxy to vote or
otherwise act for him or her by
delivering a valid appointment form to the person so appointed or to a proxy
solicitation firm, proxy support service organization, or like agent duly
authorized by the person or persons to receive the transmission. Without
limiting the manner in which a shareholder may appoint such a proxy
pursuant to this Section 7.50, the following shall constitute valid means by
which a shareholder may make such an appointment:
(1) A shareholder may sign a proxy appointment form.
The shareholder's signature may be affixed by any reasonable means, including, but not limited to, by facsimile signature.
(2) A shareholder may transmit or authorize the
transmission of a telegram, cablegram, or other means of electronic transmission; provided that any such transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the shareholder. If it is determined that the telegram, cablegram, or other electronic transmission is valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.
Any copy, facsimile telecommunication, or other reliable reproduction
of the writing or transmission may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that the copy,
telecommunication, or other reproduction shall be a complete reproduction
of the entire original writing or transmission.
(b) No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy continues
in full force and effect until revoked by the person executing it prior
to the vote pursuant thereto, except as otherwise provided in this Section.
Such revocation may be effected by a writing delivered to the corporation
stating that the proxy is revoked or by a subsequent proxy executed by,
or by attendance at the meeting and voting in person by, the person executing
the proxy. The dates contained on the forms of proxy presumptively determine
the order of execution, regardless of the postmark dates on the envelopes
in which they are mailed.
(c) An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the
is coupled with an interest in the shares or in the corporation generally.
By way of example and without limiting the generality of the foregoing,
a proxy is coupled with an interest when the proxy appointed is one of the
(1) a pledgee;
(2) a person who has purchased or has agreed to
(3) a creditor of the corporation who has extended it
credit under terms requiring the appointment, if the appointment states the purpose for which it was given, the name of the creditor, and the amount of credit extended;
(4) an employee of the corporation whose employment
contract requires the appointment, if the appointment states the purpose for which it was given, the name of the employee, and the period of employment; or
(5) a party to a voting agreement created under
(d) The death or incapacity of the shareholder appointing a proxy does
not revoke the proxy's authority unless notice of the death or incapacity
is received by the officer or agent who maintains the corporation's share
transfer book before the proxy exercises his or her authority under the
(e) An appointment made irrevocable under subsection (c) becomes revocable
when the interest in the proxy terminates such as when the pledge is redeemed,
the shares are registered in the purchaser's name, the creditor's debt is
paid, the employment contract ends, or the voting agreement expires.
(f) A transferee for value of shares subject to an irrevocable appointment
may revoke the appointment if the transferee was ignorant of its existence
when the shares were acquired and both the existence of the appointment
and its irrevocability were not noted conspicuously on the certificate (or
information statement for shares without certificates) representing the shares.
(g) Unless the appointment of a proxy contains an express limitation on
the proxy's authority, a corporation may accept the proxy's vote or other
action as that of the shareholder making the appointment. If the proxy
appointed fails to vote or otherwise act in accordance with the appointment,
the shareholder is entitled to such legal or equitable relief as is appropriate
in the circumstances.
(Source: P.A. 90-666, eff. 7-30-98.)