Senate Bill sb1880
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Florida Senate - 2001 SB 1880
By Senator Klein
28-1261-01
1 A bill to be entitled
2 An act relating to corporations; amending s.
3 607.01401, F.S.; redefining the term
4 "electronic transmission" to include telegrams,
5 cablegrams, telephone transmissions, and
6 transmissions through the Internet; amending s.
7 607.0721, F.S.; providing requirements for the
8 voting of shares held by partnerships, limited
9 liability companies, and other similar
10 entities; amending s. 607.0722, F.S.;
11 specifying those persons who may vote on behalf
12 of a shareholder; authorizing the appointment
13 of a proxy by electronic transmission; deleting
14 provisions limiting the period during which an
15 appointment of proxy is irrevocable;
16 authorizing the use of certain copies or
17 reproductions in lieu of the original writing
18 or electronic transmission; authorizing a
19 corporation to adopt bylaws authorizing
20 additional procedures for shareholders to use
21 in exercising certain rights; providing an
22 effective date.
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24 Be It Enacted by the Legislature of the State of Florida:
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26 Section 1. Subsection (9) of section 607.01401,
27 Florida Statutes, is amended to read:
28 607.01401 Definitions.--As used in this act, unless
29 the context otherwise requires, the term:
30 (9) "Electronic transmission" or "electronically
31 transmitted" means any process of communication not directly
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1 involving the physical transfer of paper that is suitable for
2 the retention, retrieval, and reproduction of information by
3 the recipient, including, but not limited to, telegrams,
4 cablegrams, telephone transmissions, and transmissions through
5 the Internet.
6 Section 2. Subsection (5) of section 607.0721, Florida
7 Statutes, is amended to read:
8 607.0721 Voting entitlement of shares.--
9 (5)(a) Shares standing in the name of another
10 corporation, domestic or foreign, may be voted by such
11 officer, agent, or proxy as the bylaws of the corporate
12 shareholder may prescribe or, in the absence of any applicable
13 provision, by such person as the board of directors of the
14 corporate shareholder may designate. In the absence of any
15 such designation or in case of conflicting designation by the
16 corporate shareholder, the chair of the board, the president,
17 any vice president, the secretary, and the treasurer of the
18 corporate shareholder, in that order, are shall be presumed to
19 be fully authorized to vote such shares.
20 (b) Shares standing in the name of a limited liability
21 company, partnership, or other similar entity, domestic or
22 foreign, may be voted by such member, officer, manager, agent,
23 or proxy as the agreement governing the operation of such
24 entity prescribes or, in the absence of any applicable
25 agreement or applicable provision within such agreement, by
26 such person as the members, partners, managers, or other
27 governing body or persons of such entity designate. In the
28 absence of any such designation or in case of conflicting
29 designation by a limited liability company, the president, any
30 vice president, the secretary, the treasurer of the limited
31 liability company, if any, and the member with the largest
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1 percentage interest in the limited liability company, in that
2 order, are presumed to be fully authorized to vote such
3 shares. In the absence of any such designation or in case of
4 conflicting designation by a partnership, the president, any
5 vice president, the secretary, the treasurer of the
6 partnership, if any, the general partner of a limited
7 partnership, and the partner with the largest percentage
8 interest in the partnership, in that order, are presumed to be
9 fully authorized to vote such shares. In the absence of any
10 such designation or in case of conflicting designation by any
11 other such entity, the president, any vice president, the
12 secretary, and the treasurer of the entity, if any, in that
13 order, are presumed to be fully authorized to vote such
14 shares.
15 Section 3. Section 607.0722, Florida Statutes, is
16 amended to read:
17 607.0722 Proxies.--
18 (1) A shareholder, other person entitled to vote on
19 behalf of a shareholder pursuant to s. 607.0721, or attorney
20 in fact for a shareholder may vote the shareholder's shares in
21 person or by proxy.
22 (2)(a) A shareholder, other person entitled to vote on
23 behalf of a shareholder pursuant to s. 607.0721, or attorney
24 in fact for a shareholder may appoint a proxy to vote or
25 otherwise act for the shareholder by signing an appointment
26 form or by electronic transmission, either personally or by
27 the shareholder's attorney in fact. Any type of electronic
28 transmission appearing to have been, or containing or
29 accompanied by such information or obtained under such
30 procedures to reasonably ensure that the electronic
31 transmission was, transmitted by such person is a sufficient
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1 appointment, subject to the verification requested by the
2 corporation under s. 607.0724. An executed telegram or
3 cablegram appearing to have been transmitted by such person,
4 or a photographic, photostatic, or equivalent reproduction of
5 an appointment form, is a sufficient appointment form.
6 (b) Without limiting the manner in which a
7 shareholder, other person entitled to vote on behalf of a
8 shareholder pursuant to s. 607.0721, or attorney in fact for a
9 shareholder may appoint a proxy to vote or otherwise act for
10 the shareholder pursuant to paragraph (a), a shareholder,
11 other person entitled to vote on behalf of a shareholder
12 pursuant to s. 607.0721, or attorney in fact for a shareholder
13 may make grant such an appointment authority by:
14 1. Signing an appointment form, with the signature
15 affixed, or having such form signed by the shareholder's
16 authorized officer, director, employee, or agent by any
17 reasonable means including, but not limited to, facsimile or
18 electronic signature.
19 2. Transmitting or authorizing the transmission of an
20 a telegram, cablegram, or other means of electronic
21 transmission to the person who will be appointed as the proxy
22 or to a proxy solicitation firm, proxy support service
23 organization, registrar, or agent authorized by the person who
24 will be designated as the proxy to receive such transmission.
25 However, any telegram, cablegram, or other means of electronic
26 transmission must set forth or be submitted with information
27 from which it can be determined that the electronic
28 transmission was authorized by the shareholder, other person
29 entitled to vote on behalf of a shareholder pursuant to s.
30 607.0721, or attorney in fact for a shareholder. If it is
31 determined that the electronic transmission is valid, the
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1 inspectors of election or, if there are no inspectors, such
2 other persons making that determination shall specify the
3 information upon which they relied.
4 (3) An appointment of a proxy is effective when
5 received by the secretary or other officer or agent authorized
6 to tabulate votes. An appointment is valid for up to 11
7 months unless a longer period is expressly provided in the
8 appointment form.
9 (4) The death or incapacity of the shareholder
10 appointing a proxy does not affect the right of the
11 corporation to accept the proxy's authority unless notice of
12 the death or incapacity is received by the secretary or other
13 officer or agent authorized to tabulate votes before the proxy
14 exercises his or her authority under the appointment.
15 (5) An appointment of a proxy is revocable by the
16 shareholder unless the appointment form or electronic
17 transmission conspicuously states that it is irrevocable and
18 the appointment is coupled with an interest. Appointments
19 coupled with an interest include the appointment of:
20 (a) A pledgee;
21 (b) A person who purchased or agreed to purchase the
22 shares;
23 (c) A creditor of the corporation who extended credit
24 to the corporation under terms requiring the appointment;
25 (d) An employee of the corporation whose employment
26 contract requires the appointment; or
27 (e) A party to a voting agreement created under s.
28 607.0731.
29 (6) An appointment made irrevocable under subsection
30 (5) becomes revocable when the interest with which it is
31 coupled is extinguished and, in a case provided for in
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1 paragraph (5)(c) or paragraph (5)(d), the proxy becomes
2 revocable 3 years after the date of the proxy or at the end of
3 the period, if any, specified therein, whichever is less,
4 unless the period of irrevocability is renewed from time to
5 time by the execution of a new irrevocable proxy as provided
6 in this section. This does not affect the duration of a proxy
7 under subsection (3).
8 (7) A transferee for value of shares subject to an
9 irrevocable appointment may revoke the appointment if the
10 transferee did not know of its existence when he or she
11 acquired the shares and the existence of the irrevocable
12 appointment was not noted conspicuously on the certificate
13 representing the shares or on the information statement for
14 shares without certificates.
15 (8) Subject to s. 607.0724 and to any express
16 limitation on the proxy's authority appearing on the face of
17 the appointment form or in the electronic transmission, a
18 corporation is entitled to accept the proxy's vote or other
19 action as that of the shareholder making the appointment.
20 (9) If an appointment form expressly provides, any
21 proxy holder may appoint, in writing, a substitute to act in
22 his or her place.
23 (10) Any copy, facsimile transmission, or other
24 reliable reproduction of the writing or electronic
25 transmission created under paragraph (2) may be substituted or
26 used in lieu of the original writing or electronic
27 transmission for any purpose for which the original writing or
28 electronic transmission could be used if the copy, facsimile
29 transmission, or other reproduction is a complete reproduction
30 of the entire original writing or electronic transmission.
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1 (11) A corporation may adopt bylaws authorizing
2 additional means or procedures for shareholders to use in
3 exercising rights granted by this section.
4 Section 4. This act shall take effect July 1, 2001.
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7 SENATE SUMMARY
8 Revises provisions of the Florida Business Corporation
Act governing the voting of shares of a corporation.
9 Includes telegrams, cablegrams, telephone transmissions,
and transmissions through the Internet within the
10 definition of the term "electronic transmission."
Provides for the voting of shares held by partnerships,
11 limited liability companies, and other similar entities.
Authorizes the appointment of a proxy by electronic
12 transmission. Deletes the 3-year limitation on the
irrevocability of a proxy. Authorizes the use of certain
13 copies or reproductions in lieu of the original writing
or electronic transmission. Provides for a corporation to
14 adopt bylaws authorizing additional procedures for
shareholders to use in exercising their rights by proxy.
15 (See bill for details.)
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