New Jersey § 14a:5-19

§ 14a:5-19.

(1) Every shareholder entitled to vote at a meeting of shareholders or to express

consent without a meeting may authorize another person or persons to act for him by

proxy. Every proxy shall be executed in writing by the shareholder or his agent, except

that a proxy may be given by a shareholder or his agent by telegram , cable , telephonic transmission or by any other means of electronic communication so long as that telegram, cable, telephonic transmission or other means of electronic

communication either sets forth or is submitted with information from which it can

be determined that the proxy was authorized by the shareholder or his agent . No proxy shall be valid for more than 11 months, unless a longer time is expressly

provided therein. Unless it is irrevocable as provided in subsection 14A:5-19(3), a proxy shall be

revocable at will. The grant of a later proxy revokes any earlier proxy unless the earlier proxy is

irrevocable. A proxy shall not be revoked by the death or incapacity of the shareholder, but

the proxy shall continue to be in force until revoked by the personal representative

or guardian of the shareholder. The presence at any meeting of any shareholder who has given a proxy does not revoke

the proxy unless the shareholder files written notice of the revocation with the secretary

of the meeting prior to the voting of the proxy or votes the shares subject to the

proxy by written ballot. (2) A person named in a proxy as the attorney or agent of a shareholder may, if the

proxy so provides, substitute another person to act in his place, including any other

person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed

with the secretary of the corporation. (3) A proxy which states that it is irrevocable is irrevocable if coupled with an

interest either in the stock itself or in the corporation and, in particular and without

limitation, if it is held by any of the following or a nominee of any of the following: (a) A pledgee; (b) A person who has purchased or agreed to purchase the shares; (c) A creditor of the corporation who has extended credit or has agreed to continue

to extend credit to the corporation if the proxy is given in consideration of the

extension or continuation; (d) A person who has agreed to perform services as an employee of the corporation

if the proxy is given in consideration of the agreement; or (e) A person designated pursuant to the terms of an agreement as to voting between

two or more shareholders. An irrevocable proxy becomes revocable when the interest which supports the proxy

has terminated. (4) Unless noted conspicuously on the share certificate, an otherwise irrevocable

proxy may be revoked by a person who becomes the holder of the shares without actual

knowledge of the restriction.