Guam § 28710 - Proxies.

§ 28710. Proxies.

(a) A shareholder may vote his shares in person or by proxy.

(b) A shareholder or his agent or attorney-in-fact may appoint a proxy

to vote or otherwise act for the shareholders by signing an appointment form

or by an electronic transmission if electronic transfer is permitted by the

board of directors. An electronic transmission must contain or be

accompanied by information from which one can determine that the

shareholder, the shareholder’s agent, or the shareholder’s attorney-in-fact

authorized the electronic transmission.

(c) An appointment of a proxy is effective when a signed appointment

form or an electronic transmission of the appointment is received. An

appointment is valid for 11 months unless a longer period is expressly

provided in the appointment. The bylaws or notice of a meeting may

designate a place or officer of the corporation for receipt of proxies and

procedures for electronic transmission of proxies.

(d) An appointment of a proxy is revocable unless the appointment

form or electronic transmission states that it is irrevocable and the

appointment is coupled with an interest. Appointments coupled with an

interest include the appointment of:

(1) a pledgee;

(2) a person who purchased or agreed to purchase the shares;

(3) a creditor of the corporation who extended it credit under terms

requiring the appointment;

(4) an employee of the corporation whose employment contract

requires the appointment; or

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(5) a party to a voting agreement created under § 28718.

(e) The death or incapacity of the shareholder appointing a proxy does

not affect the right of the corporation to accept the proxy’s authority unless

notice of the death or incapacity is received by the secretary or other officer

or agent authorized to tabulate votes before the proxy exercises his authority

under the appointment.

(f) An appointment made irrevocable under subsection (d) is revoked

when the interest with which it is coupled is extinguished.

(g) A transferee for value of shares subject to an irrevocable

appointment may revoke the appointment if he did not know of its existence

when he acquired the shares and the existence of the irrevocable

appointment was not noted conspicuously on the certificate representing the

shares or on the information statement for shares without certificates.

(h) Subject to § 28712 and to any express limitation on the proxy’s

authority stated in the appointment form or electronic transmission, a

corporation is entitled to accept the proxy’s vote or other action as that of the

shareholder making the appointment.