Senate Bill sb1880e1

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  1                      A bill to be entitled

  2         An act relating to corporations; amending s.

  3         607.01401, F.S.; redefining the term

  4         "electronic transmission" to include telegrams,

  5         cablegrams, telephone transmissions, and

  6         transmissions through the Internet for purposes

  7         of proxy voting; amending s. 607.0722, F.S.;

  8         specifying those persons who may vote on behalf

  9         of a shareholder; authorizing the appointment

10         of a proxy by electronic transmission; deleting

11         provisions limiting the period during which an

12         appointment of proxy is irrevocable;

13         authorizing the use of certain copies or

14         reproductions in lieu of the original writing

15         or electronic transmission; authorizing a

16         corporation to adopt bylaws authorizing

17         additional procedures for shareholders to use

18         in exercising certain rights; amending s.

19         15.16, F.S.; authorizing the department to

20         discount a filing fee in an amount equal to the

21         convenience charge imposed for an electronic

22         record filing by way of a contractor; amending

23         s. 607.193, F.S.; waiving the charge for late

24         filings of supplemental corporate fees when the

25         business entity did not receive the uniform

26         business report prescribed by the department;

27         providing an effective date.

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29  Be It Enacted by the Legislature of the State of Florida:

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    CS for CS for SB 1880                          First Engrossed



  1         Section 1.  Subsection (9) of section 607.01401,

  2  Florida Statutes, is amended to read:

  3         607.01401  Definitions.--As used in this act, unless

  4  the context otherwise requires, the term:

  5         (9)  "Electronic transmission" or "electronically

  6  transmitted" means any process of communication not directly

  7  involving the physical transfer of paper that is suitable for

  8  the retention, retrieval, and reproduction of information by

  9  the recipient. For purposes of proxy voting in accordance with

10  ss. 607.0721, 607.0722, and 607.0724, the term includes, but

11  is not limited to, telegrams, cablegrams, telephone

12  transmissions, and transmissions through the Internet.

13         Section 2.  Section 607.0722, Florida Statutes, is

14  amended to read:

15         607.0722  Proxies.--

16         (1)  A shareholder, other person entitled to vote on

17  behalf of a shareholder pursuant to s. 607.0721, or attorney

18  in fact for a shareholder may vote the shareholder's shares in

19  person or by proxy.

20         (2)(a)  A shareholder, other person entitled to vote on

21  behalf of a shareholder pursuant to s. 607.0721, or attorney

22  in fact for a shareholder may appoint a proxy to vote or

23  otherwise act for the shareholder by signing an appointment

24  form or by electronic transmission, either personally or by

25  the shareholder's attorney in fact. Any type of electronic

26  transmission appearing to have been, or containing or

27  accompanied by such information or obtained under such

28  procedures to reasonably ensure that the electronic

29  transmission was, transmitted by such person is a sufficient

30  appointment, subject to the verification requested by the

31  corporation under s. 607.0724. An executed telegram or


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    CS for CS for SB 1880                          First Engrossed



  1  cablegram appearing to have been transmitted by such person,

  2  or a photographic, photostatic, or equivalent reproduction of

  3  an appointment form, is a sufficient appointment form.

  4         (b)  Without limiting the manner in which a

  5  shareholder, other person entitled to vote on behalf of a

  6  shareholder pursuant to s. 607.0721, or attorney in fact for a

  7  shareholder may appoint a proxy to vote or otherwise act for

  8  the shareholder pursuant to paragraph (a), a shareholder,

  9  other person entitled to vote on behalf of a shareholder

10  pursuant to s. 607.0721, or attorney in fact for a shareholder

11  may make grant such an appointment authority by:

12         1.  Signing an appointment form, with the signature

13  affixed, or having such form signed by the shareholder's

14  authorized officer, director, employee, or agent by any

15  reasonable means including, but not limited to, facsimile or

16  electronic signature.

17         2.  Transmitting or authorizing the transmission of an

18  a telegram, cablegram, or other means of electronic

19  transmission to the person who will be appointed as the proxy

20  or to a proxy solicitation firm, proxy support service

21  organization, registrar, or agent authorized by the person who

22  will be designated as the proxy to receive such transmission.

23  However, any telegram, cablegram, or other means of electronic

24  transmission must set forth or be submitted with information

25  from which it can be determined that the electronic

26  transmission was authorized by the shareholder, other person

27  entitled to vote on behalf of a shareholder pursuant to s.

28  607.0721, or attorney in fact for a shareholder. If it is

29  determined that the electronic transmission is valid, the

30  inspectors of election or, if there are no inspectors, such

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    CS for CS for SB 1880                          First Engrossed



  1  other persons making that determination shall specify the

  2  information upon which they relied.

  3         (3)  An appointment of a proxy is effective when

  4  received by the secretary or other officer or agent authorized

  5  to tabulate votes.  An appointment is valid for up to 11

  6  months unless a longer period is expressly provided in the

  7  appointment form.

  8         (4)  The death or incapacity of the shareholder

  9  appointing a proxy does not affect the right of the

10  corporation to accept the proxy's authority unless notice of

11  the death or incapacity is received by the secretary or other

12  officer or agent authorized to tabulate votes before the proxy

13  exercises his or her authority under the appointment.

14         (5)  An appointment of a proxy is revocable by the

15  shareholder unless the appointment form or electronic

16  transmission conspicuously states that it is irrevocable and

17  the appointment is coupled with an interest. Appointments

18  coupled with an interest include the appointment of:

19         (a)  A pledgee;

20         (b)  A person who purchased or agreed to purchase the

21  shares;

22         (c)  A creditor of the corporation who extended credit

23  to the corporation under terms requiring the appointment;

24         (d)  An employee of the corporation whose employment

25  contract requires the appointment; or

26         (e)  A party to a voting agreement created under s.

27  607.0731.

28         (6)  An appointment made irrevocable under subsection

29  (5) becomes revocable when the interest with which it is

30  coupled is extinguished and, in a case provided for in

31  paragraph (5)(c) or paragraph (5)(d), the proxy becomes


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    CS for CS for SB 1880                          First Engrossed



  1  revocable 3 years after the date of the proxy or at the end of

  2  the period, if any, specified therein, whichever is less,

  3  unless the period of irrevocability is renewed from time to

  4  time by the execution of a new irrevocable proxy as provided

  5  in this section.  This does not affect the duration of a proxy

  6  under subsection (3).

  7         (7)  A transferee for value of shares subject to an

  8  irrevocable appointment may revoke the appointment if the

  9  transferee did not know of its existence when he or she

10  acquired the shares and the existence of the irrevocable

11  appointment was not noted conspicuously on the certificate

12  representing the shares or on the information statement for

13  shares without certificates.

14         (8)  Subject to s. 607.0724 and to any express

15  limitation on the proxy's authority appearing on the face of

16  the appointment form or in the electronic transmission, a

17  corporation is entitled to accept the proxy's vote or other

18  action as that of the shareholder making the appointment.

19         (9)  If an appointment form expressly provides, any

20  proxy holder may appoint, in writing, a substitute to act in

21  his or her place.

22         (10)  Any copy, facsimile transmission, or other

23  reliable reproduction of the writing or electronic

24  transmission created under subsection (2) may be substituted

25  or used in lieu of the original writing or electronic

26  transmission for any purpose for which the original writing or

27  electronic transmission could be used if the copy, facsimile

28  transmission, or other reproduction is a complete reproduction

29  of the entire original writing or electronic transmission.

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  1         (11)  A corporation may adopt bylaws authorizing

  2  additional means or procedures for shareholders to use in

  3  exercising rights granted by this section.

  4         Section 3.  Subsection (8) is added to section 15.16,

  5  Florida Statutes, to read:

  6         15.16  Reproduction of records; admissibility in

  7  evidence; electronic receipt and transmission of records;

  8  certification; acknowledgment.--

  9         (8)  The Department of State may use government or

10  private sector contractors in the promotion or provision of

11  any electronic filing services and may discount the filing fee

12  in an amount equal to the convenience charge for such

13  electronic filings.

14         Section 4.  Paragraph (b) of subsection (2) of section

15  607.193, Florida Statutes, is amended to read:

16         607.193  Supplemental corporate fee.--

17         (2)

18         (b)  In addition to the fees levied under ss. 607.0122,

19  608.452, and 620.182 and the supplemental corporate fee, a

20  late charge of $400 shall be imposed if the supplemental

21  corporate fee is remitted after May 1 except in circumstances

22  in which a business entity did not receive the uniform

23  business report prescribed by the department.

24         Section 5.  This act shall take effect July 1, 2001.

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