West Virginia Code § 31D-7-724

Corporation's acceptance of votes
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(a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the
name of a shareholder, the corporation if acting in good faith is entitled to accept the vote,
consent, waiver or proxy appointment and give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond
to the name of its shareholder, the corporation if acting in good faith is entitled to accept the
vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:
(1) The shareholder is an entity and the name signed purports tou 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 shareholder and, if the caorporation requests, evidence of this
status acceptable to the corporation has been presented with respect to the vote, consent,
waiver or proxy appointment; l
(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the
shareholder and, if the corporation requesits, evidence of this status acceptable to the
corporation has been presented with respect to the vote, consent, waiver or proxy
appointment;
(4) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of
the shareholder and, if the corporation requests, evidence acceptable to the corporation of
the signatory's authority to sign for the shareholder has been presented with respect to the
vote, consent, waiver or proxy appointment; or
(5) Two or moVre persons are the shareholder as cotenants or fiduciaries and the name
signed purports to be the name of at least one of the coowners and the person signing
appears to be acting on behalf of all the coowners.
(c) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the
secretary or other officer or agent authorized to tabulate votes, 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 shareholder.
(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or
proxy appointment in good faith and in accordance with the standards of this section or
subsection (b), section seven hundred twenty-two of this article are not liable in damages to
the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy
appointment under this section is valid unless a court of competent jurisdiction determines
otherwise.

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