(a) If the name signed on a vote, ballot, consent, waiver, member demand, or proxy appointment corresponds to the name of a member, the membership nonprofit corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, member demand, or proxy appointment and give it effect as the act of the member.
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Terms Used In Alabama Code 10A-3A-7.23

  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • certificate of incorporation: as used in this chapter is synonymous to the term certificate of formation used in Chapter 1. See Alabama Code 10A-3A-1.02
  • circuit: means judicial circuit. See Alabama Code 1-1-1
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Fiduciary: A trustee, executor, or administrator.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
  • Trustee: A person or institution holding and administering property in trust.
(b) If the name signed on a vote, ballot, consent, waiver, member demand, or proxy appointment does not correspond to the name of its member, the membership nonprofit corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, member demand, or proxy appointment and give it effect as the act of the member if:

(1) the member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the membership nonprofit corporation requests, evidence of fiduciary status acceptable to the membership nonprofit corporation has been presented with respect to the vote, ballot, consent, waiver, member demand, or proxy appointment;
(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the membership nonprofit corporation requests, evidence of this status acceptable to the membership nonprofit corporation has been presented with respect to the vote, ballot, consent, waiver, member demand, or proxy appointment;
(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and, if the membership nonprofit corporation requests, evidence acceptable to the membership nonprofit corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, ballot, consent, waiver, member demand, or proxy appointment; or
(5) two or more persons are the members as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c) The membership nonprofit corporation is entitled to reject a vote, ballot, consent, waiver, member demand, or proxy appointment if the person authorized to accept or reject that instrument, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.
(d) Neither the membership nonprofit corporation or any person authorized by it, nor an inspector of election appointed under Section 10A-3A-7.28, that accepts or rejects a vote, ballot, consent, waiver, member demand, or proxy appointment in good faith and in accordance with the standards of this Section 10A-3A-7.23 or Section 10A-3A-7.22(b) is liable in damages to the member for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, member demand, or proxy appointment under this section is valid unless the designated court, and if none, the circuit court for the county in which the membership nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the membership nonprofit corporation’s most recent registered office is located, determines otherwise.
(f) If an inspector of election has been appointed under Section 10A-2A-7.28, the inspector of election also has the authority to request information and make determinations under subsections (a), (b), and (c). Unless otherwise provided in the certificate of incorporation or bylaws, any determination made by the inspector of election under those subsections is controlling.
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