317A.455 CORPORATION'S ACCEPTANCE OF MEMBER ACT.
    Subdivision 1. Name of member. If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the record name of a member, the corporation if acting in good
faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act
of the member.
    Subd. 2. Name other than member. Unless the articles or bylaws provide otherwise, if the
name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record
name of a member, the corporation if acting in good faith may 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 that of an officer or agent of
the entity;
(2) the name signed purports to be that of an administrator, guardian, or conservator
representing the member and, if the corporation requests, evidence of fiduciary status acceptable to
the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the member,
and, 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;
(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact
of the member and if the corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the member has been presented with respect to the vote, consent,
waiver, or proxy appointment; or
(5) two or more persons hold the membership as cotenants or fiduciaries and the name signed
purports to be the name of at least one of the coholders and the person signing appears to be
acting on behalf of all the coholders.
    Subd. 3. Rejection of vote. The corporation may reject a vote, consent, waiver, or proxy
appointment if the 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 member.
    Subd. 4. Liability. The corporation or 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 is not liable in damages to the member for the consequences of the acceptance or rejection.
    Subd. 5. Validity of corporate action. 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.
History: 1989 c 304 s 77; 1990 c 488 s 31