04 NCAC 16G .0512. REQUIREMENTS AS TO PROXY

(a)  The form of proxy shall:

(1)           indicate in bold face type whether the proxy is solicited on behalf of management;

(2)           provide specifically designated blank spaces for dating and signing the proxy;

(3)           identify clearly and impartially each matter or group of related matters intended to be acted upon;

(4)           be clearly labeled "Revocable Proxy" in bold face type of at least 18 point;

(5)           describe any charter or state law requirement restricting or conditioning voting by proxy;

(6)           contain an acknowledgement by the person giving the proxy that the person has received a proxy statement prior to signing the form of proxy;

(7)           contain the date, time, and place of meeting, if practicable;

(8)           provide, by a box or otherwise, a means whereby the person solicited is afforded an opportunity to specify by ballot a choice between approval or disapproval of each matter intended to be acted upon; and

(9)           indicate in bold face type how the proxy shall be voted on each such matter if no choice is specified.

(b)  No proxy obtained pursuant to the conversion shall confer authority to vote at any meeting other than the meeting, or any adjournment thereof, to vote on the plan of conversion.  A proxy may be deemed to confer authority to vote with respect to matters incident to the conduct of such meeting.  If the plan of conversion is considered at an annual meeting, existing proxies may be voted with respect to matters not related to the plan of conversion or in accordance with Paragraph (d) of this Rule.

(c)  The proxy statement or form of proxy shall provide that the votes represented by the proxy will be voted.  Where the person solicited specifies by means of a ballot provided pursuant to Subsection (a)(8) of this Rule a choice with respect to any matter to be acted upon, the votes will be voted in accordance with the specifications.  If no choice is specified, the votes will be cast as indicated in bold face type on the form of proxy.

(d)  Notwithstanding any other provisions of this Rule, the proxy may be in a form previously obtained from a voting member and conferring general authority to vote on any and all matters at any meeting of the members or other authority to vote on matters to be presented at the special meeting; provided, that such voting member has been furnished a proxy statement and the voting member does not grant a later‑dated proxy to vote at the meeting to consider the plan of conversion or attend the meeting and vote in person.

 

History Note:        Authority G.S. 54C‑33; 54C‑53;

Eff. February 15, 1992.