Section 19-3-8

Execution of proxies by fiduciary holding corporate stocks.

Any fiduciary, including those acting as executor, administrator, guardian, agent or trustee, owning corporate stock registered in the name of the fiduciary, as such, or in the name of its nominee, or in the name of another for the convenience of the fiduciary, or in the names of more than one fiduciary, whether the corporation issuing such stock is foreign or domestic, may, in addition to the voting rights now vested in such fiduciary, execute and deliver, or cause to be executed and delivered, a proxy or proxies to others for the voting of such corporate stock, and may waive notice of and give consent to any meeting of shareholders of any corporation, regular or special, or a meeting of property owners, or cause such to be done, and may authorize in writing any action which could be taken by shareholders in meeting assembled, where such consent is authorized by statute, certificate of incorporation or bylaws, or cause such written consent to be given, but subject always to the following:

(1) In granting any proxy, reasonable care must be exercised in deciding who shall act as proxy and whether or not instructions as to the voting of said stock shall be given to such proxy.

(2) If there are two or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them if the stock is in the names of the fiduciaries; but, if the stock is in the name of a nominee, the proxy will be executed in the name of and by the nominee, but the fiduciary or fiduciaries will instruct the nominee as to the voting; provided, that no corporation whose shares are being voted shall be under any obligation to determine whether a nominee's actions comply with the instructions of any fiduciaries represented.

(3) In the event the manner or method of voting or the purposes to be accomplished are fixed by the instrument or instruments appointing said fiduciaries, the directions therein shall govern.

(4) It is recognized and understood that stock in the name of a nominee may be beneficially owned by more than one fiduciary, and the nominee may vote a portion of the stock in its name in one manner and another portion of the stock in its name in an entirely different or contrary manner according to the interests to be served by the fiduciaries whose shares are held by the nominee.

(Acts 1951, No. 103, p. 324; Acts 1967, No. 337, p. 879.)