West Virginia Code § 31E-7-723

Corporation's acceptance or rejection 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 member, 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 member.
(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond
to the name of a member, 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 member if:
(1) The member is an entity and the name signed purports to be uthat of an officer or agent of
the entity;
(2) The name signed purports to be that of an attorney-in-fact, administrator, executor,
guardian or conservator representing the member anda, if the corporation 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 member
and, if the corporation requests, evidence iof this status acceptable to the corporation has
been presented with respect to the vote, consent, waiver or proxy appointment; or
(4) Two or more persons are comembers or fiduciaries and the name signed purports to be
the name of at least one of the comembers or fiduciaries and the person signing appears to
be acting on behalf of all of the comembers or fiduciaries.
(c) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the
secretary or other of ficer or agent authorized to tabulate votes, acting in good faith, has
reasonable baVsis for doubt about the validity of the signature on it or about the signatory's
authority to sign for the member.
(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 member 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 or subsection (b), section seven hundred twenty-two of this
article is valid unless a court of competent jurisdiction determines otherwise.

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