§ 6009. Proxies. 1. Every stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.

2. Every proxy must be signed by the stockholder or his
attorney-in-fact. No proxy shall be valid after the expiration of eleven
months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the stockholder
executing it, except as otherwise provided in this section.

3. The authority of the holder of a proxy to act shall not be revoked
by the incompetence or death of the stockholder who executed the proxy
unless, before the authority is exercised, written notice of an
adjudication of such incompetence or of such death is received by the
corporate officer responsible for maintaining the list of stockholders.

4. Except when other provision shall have been made by written
agreement between the parties, the record holder of shares which are
held by a pledgee as security or which belong to another, upon demand
therefor and payment of necessary expenses thereof, shall issue to the
pledgor or to such owner of such shares a proxy to vote or take other
action thereon.

5. A stockholder shall not sell his vote or issue a proxy to vote to
any person for any sum of money or anything of value, except as
authorized in this section and section six thousand twenty.

6. A proxy which is entitled "irrevocable proxy" and which states that
it is irrevocable, is irrevocable when it is held by any of the
following or a nominee of any of the following:

(a) A pledgee;

(b) A person who has purchased or agreed to purchase the shares.

7. Notwithstanding a provision in a proxy, stating that it is
irrevocable, the proxy becomes revocable after the pledge is redeemed.
This paragraph does not affect the duration of a proxy under subdivision
two.

8. A proxy may be revoked, notwithstanding a provision making it
irrevocable, by a purchaser of shares without knowledge of the existence
of the provision unless the existence of the proxy and its
irrevocability is noted conspicuously on the face or back of the
certificate representing such shares.

9. No director, officer, clerk, teller or bookkeeper of a corporation
shall act as proxy at any meeting of such corporation.