(215 ILCS 5/28.2a)
(from Ch. 73, par. 640.2a)
(Section scheduled to be repealed on January 1, 2027)
(1) A shareholder may appoint a proxy to vote or
otherwise act for him or her by signing an appointment form and delivering
it to the person so appointed.
(2) 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.
(3) An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the
appointment 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 following:
(a) a pledgee;
(b) a person who has purchased or had agreed to
(c) 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; or
(d) 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.
(4) 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 appointment.
(5) An appointment made irrevocable under subsection (3) 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.
(6) 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 revocability were not noted conspicuously on the
certificate (or information statement for shares without certificates)
representing the shares.
(7) Unless the appointment of a proxy contains an express limitation on
the proxy's authority, a corporation may accept one 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. 102-558, eff. 8-20-21.)