Senate Bill sb1880c2

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    Florida Senate - 2001                    CS for CS for SB 1880

    By the Committees on Judiciary; Commerce and Economic
    Opportunities; and Senator Klein




    308-1937-01

  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 for purposes

  7         of proxy voting; amending s. 607.0722, F.S.;

  8         specifying those persons who may vote on behalf

  9         of a shareholder; authorizing the appointment

10         of a proxy by electronic transmission; deleting

11         provisions limiting the period during which an

12         appointment of proxy is irrevocable;

13         authorizing the use of certain copies or

14         reproductions in lieu of the original writing

15         or electronic transmission; authorizing a

16         corporation to adopt bylaws authorizing

17         additional procedures for shareholders to use

18         in exercising certain rights; providing an

19         effective date.

20

21  Be It Enacted by the Legislature of the State of Florida:

22

23         Section 1.  Subsection (9) of section 607.01401,

24  Florida Statutes, is amended to read:

25         607.01401  Definitions.--As used in this act, unless

26  the context otherwise requires, the term:

27         (9)  "Electronic transmission" or "electronically

28  transmitted" means any process of communication not directly

29  involving the physical transfer of paper that is suitable for

30  the retention, retrieval, and reproduction of information by

31  the recipient. For purposes of proxy voting in accordance with

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    Florida Senate - 2001                    CS for CS for SB 1880
    308-1937-01




  1  ss. 607.0721, 607.0722, and 607.0724, the term includes, but

  2  is not limited to, telegrams, cablegrams, telephone

  3  transmissions, and transmissions through the Internet.

  4         Section 2.  Section 607.0722, Florida Statutes, is

  5  amended to read:

  6         607.0722  Proxies.--

  7         (1)  A shareholder, other person entitled to vote on

  8  behalf of a shareholder pursuant to s. 607.0721, or attorney

  9  in fact for a shareholder may vote the shareholder's shares in

10  person or by proxy.

11         (2)(a)  A shareholder, other person entitled to vote on

12  behalf of a shareholder pursuant to s. 607.0721, or attorney

13  in fact for a shareholder may appoint a proxy to vote or

14  otherwise act for the shareholder by signing an appointment

15  form or by electronic transmission, either personally or by

16  the shareholder's attorney in fact. Any type of electronic

17  transmission appearing to have been, or containing or

18  accompanied by such information or obtained under such

19  procedures to reasonably ensure that the electronic

20  transmission was, transmitted by such person is a sufficient

21  appointment, subject to the verification requested by the

22  corporation under s. 607.0724. An executed telegram or

23  cablegram appearing to have been transmitted by such person,

24  or a photographic, photostatic, or equivalent reproduction of

25  an appointment form, is a sufficient appointment form.

26         (b)  Without limiting the manner in which a

27  shareholder, other person entitled to vote on behalf of a

28  shareholder pursuant to s. 607.0721, or attorney in fact for a

29  shareholder may appoint a proxy to vote or otherwise act for

30  the shareholder pursuant to paragraph (a), a shareholder,

31  other person entitled to vote on behalf of a shareholder

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    Florida Senate - 2001                    CS for CS for SB 1880
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  1  pursuant to s. 607.0721, or attorney in fact for a shareholder

  2  may make grant such an appointment authority by:

  3         1.  Signing an appointment form, with the signature

  4  affixed, or having such form signed by the shareholder's

  5  authorized officer, director, employee, or agent by any

  6  reasonable means including, but not limited to, facsimile or

  7  electronic signature.

  8         2.  Transmitting or authorizing the transmission of an

  9  a telegram, cablegram, or other means of electronic

10  transmission to the person who will be appointed as the proxy

11  or to a proxy solicitation firm, proxy support service

12  organization, registrar, or agent authorized by the person who

13  will be designated as the proxy to receive such transmission.

14  However, any telegram, cablegram, or other means of electronic

15  transmission must set forth or be submitted with information

16  from which it can be determined that the electronic

17  transmission was authorized by the shareholder, other person

18  entitled to vote on behalf of a shareholder pursuant to s.

19  607.0721, or attorney in fact for a shareholder. If it is

20  determined that the electronic transmission is valid, the

21  inspectors of election or, if there are no inspectors, such

22  other persons making that determination shall specify the

23  information upon which they relied.

24         (3)  An appointment of a proxy is effective when

25  received by the secretary or other officer or agent authorized

26  to tabulate votes.  An appointment is valid for up to 11

27  months unless a longer period is expressly provided in the

28  appointment form.

29         (4)  The death or incapacity of the shareholder

30  appointing a proxy does not affect the right of the

31  corporation to accept the proxy's authority unless notice of

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    Florida Senate - 2001                    CS for CS for SB 1880
    308-1937-01




  1  the death or incapacity is received by the secretary or other

  2  officer or agent authorized to tabulate votes before the proxy

  3  exercises his or her authority under the appointment.

  4         (5)  An appointment of a proxy is revocable by the

  5  shareholder unless the appointment form or electronic

  6  transmission conspicuously states that it is irrevocable and

  7  the appointment is coupled with an interest. Appointments

  8  coupled with an interest include the appointment of:

  9         (a)  A pledgee;

10         (b)  A person who purchased or agreed to purchase the

11  shares;

12         (c)  A creditor of the corporation who extended credit

13  to the corporation under terms requiring the appointment;

14         (d)  An employee of the corporation whose employment

15  contract requires the appointment; or

16         (e)  A party to a voting agreement created under s.

17  607.0731.

18         (6)  An appointment made irrevocable under subsection

19  (5) becomes revocable when the interest with which it is

20  coupled is extinguished and, in a case provided for in

21  paragraph (5)(c) or paragraph (5)(d), the proxy becomes

22  revocable 3 years after the date of the proxy or at the end of

23  the period, if any, specified therein, whichever is less,

24  unless the period of irrevocability is renewed from time to

25  time by the execution of a new irrevocable proxy as provided

26  in this section.  This does not affect the duration of a proxy

27  under subsection (3).

28         (7)  A transferee for value of shares subject to an

29  irrevocable appointment may revoke the appointment if the

30  transferee did not know of its existence when he or she

31  acquired the shares and the existence of the irrevocable

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    Florida Senate - 2001                    CS for CS for SB 1880
    308-1937-01




  1  appointment was not noted conspicuously on the certificate

  2  representing the shares or on the information statement for

  3  shares without certificates.

  4         (8)  Subject to s. 607.0724 and to any express

  5  limitation on the proxy's authority appearing on the face of

  6  the appointment form or in the electronic transmission, a

  7  corporation is entitled to accept the proxy's vote or other

  8  action as that of the shareholder making the appointment.

  9         (9)  If an appointment form expressly provides, any

10  proxy holder may appoint, in writing, a substitute to act in

11  his or her place.

12         (10)  Any copy, facsimile transmission, or other

13  reliable reproduction of the writing or electronic

14  transmission created under subsection (2) may be substituted

15  or used in lieu of the original writing or electronic

16  transmission for any purpose for which the original writing or

17  electronic transmission could be used if the copy, facsimile

18  transmission, or other reproduction is a complete reproduction

19  of the entire original writing or electronic transmission.

20         (11)  A corporation may adopt bylaws authorizing

21  additional means or procedures for shareholders to use in

22  exercising rights granted by this section.

23         Section 3.  This act shall take effect July 1, 2001.

24

25          STATEMENT OF SUBSTANTIAL CHANGES CONTAINED IN
                       COMMITTEE SUBSTITUTE FOR
26                            CS/SB 1880

27

28  Makes two technical changes: one to reflect proxy appointments
    by form or electronic transmission and one to correct a
29  cross-reference to a subsection.

30

31

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