§ 609. Proxies.

(a) Except as otherwise provided in the certificate of incorporation
or the by-laws:

(1) Every member entitled to vote at a meeting of members or to
express consent or dissent without a meeting may authorize another
person or persons to act for him by proxy.

(2) 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 member 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 member 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 or record of
members.

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

(5) A member 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 619 (Agreements as to voting).

(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 capital
certificates.

(C) A creditor or creditors of the corporation who extend or continue
credit to the corporation in consideration of the proxy if the proxy
states that it was given in consideration of such extension or
continuation of credit, the amount thereof, and the name of the person
extending or continuing credit.

(D) A person who has contracted to perform services as an officer of
the corporation, if a proxy is required by the contract of employment,
if the proxy states that it was given in consideration of such contract
of employment, the name of the employee and the period of employment
contracted for.

(E) A person designated by or under an agreement under section 619.

(7) Notwithstanding a provision in a proxy, stating that it is
irrevocable, the proxy becomes revocable after the pledge is redeemed,
or the debt of the corporation is paid, or the period of employment
provided for in the contract of employment has terminated, or the
agreement under section 619 has terminated; and, in a case provided for
in subparagraphs (6) (C) or (D), becomes revocable three years after the
date of the proxy or the end of the period, if any, specified therein,
whichever period is less, unless the period of irrevocability is renewed
from time to time by the execution of a new irrevocable proxy as
provided in this section. This paragraph does not affect the duration of
a proxy under subparagraph (2).

(8) A proxy may be revoked, notwithstanding a provision making it
irrevocable, by a purchaser of capital certificates 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 capital
certificate.

(b) Without limiting the manner in which a member may authorize
another person or persons to act for him as proxy pursuant to paragraph
(a) of this section, the following shall constitute a valid means by
which a member may grant such authority:

(1) A member may execute a writing authorizing another person or
persons to act for him as proxy. Execution may be accomplished by the
member or the member's authorized officer, director, employee or agent
signing such writing or causing his or her signature to be affixed to
such writing by any reasonable means including, but not limited to, by
facsimile signature.

(2) A member may authorize another person or persons to act for the
member as proxy by providing such authorization by electronic mail to
the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly
authorized by the person, provided that any such authorization by
electronic mail shall either set forth information from which it can be
reasonably determined that the authorization by electronic mail was
authorized by the member. If it is determined that such authorization by
electronic mail is valid, the inspectors or, if there are no inspectors,
such other persons making that determination shall specify the nature of
the information upon which they relied.

(c) Any copy, facsimile telecommunication or other reliable
reproduction of the writing or electronic mail created pursuant to
paragraph (b) of this section may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.