47-1A-724.1. Corporation's rejection of votes--Liability for acceptance or rejection--Validity of corporate action.
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/sd/title-47/chapter-47-1/47-1a-724-1·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
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. 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 § 47-1A-722 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
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.