SB 411 Summary

• Effective October 1, 2014, revises shareholder proxy appointment procedures to require electronic transmissions contain information confirming authorization and clarifies that proxy appointments are valid for eleven months unless a longer period is specified.

• Removes references to employees and agents in officer indemnification provisions while limiting indemnification for officers to exclude liability from improper personal gain, knowing violations of law, lack of good faith, or sustained inattention to duty.

• Eliminates the ten-year duration limit on voting trust agreements and shareholder voting agreements, allowing them to remain in effect indefinitely unless the agreement specifies otherwise, with special provisions for agreements in effect before September 30, 2014.

• Establishes that director qualifications prescribed in the certificate of incorporation or bylaws must be lawful and reasonable, and prohibits qualifications based on past actions or opinions that would limit directors' ability to discharge duties (except for criminal, civil, or regulatory sanctions).

• Clarifies that reinstatement of limited partnerships and limited liability companies following forfeiture/cancellation relates back to the cancellation date, allowing entities to resume business as if the cancellation never occurred.