Corporations Code – CORP § 5613

(a) Any member may authorize another person or persons to act by proxy with respect to such membership, except that this right may be limited or withdrawn by the articles or bylaws, subject to subdivision (e).  Any proxy purported to be executed in accordance with the provisions of this part shall be presumptively valid.

(b) No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three years from the date of execution.  Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto.  Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy.  The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed.

(c) A proxy is not revoked by the death or incapacity of the maker or the termination of a membership as a result thereof unless, before the vote is counted, written notice of such death or incapacity is received by the corporation.

(d) The proxy of a member may not be irrevocable.

(e) Subdivision (a) notwithstanding, no amendment of the articles or bylaws repealing, restricting, creating or expanding proxy rights may be adopted without approval by the members ( Section 5034 ).

(f) Anything to the contrary notwithstanding, any proxy covering matters requiring a vote of the members pursuant to Section 5222 , Section 5224, subdivision (e) of this section, Section 5812 , paragraph (2) of subdivision (a) of Section 5911 , Section 6012, subdivision (a) of Section 6015 , or Section 6610 is not valid as to such matters unless it sets forth the general nature of the matter to be voted on, or, in the event of a vote pursuant to Section 5220 , unless the proxy lists those nominated at the time the notice of the vote is given to members.