Inspectors

(a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors’ determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. (b) The inspectors shall: (1) Ascertain the number of shares outstanding and the voting power of each; (2) Determine the shares represented at a meeting; 192 14-2-729.1 BUSINESS CORPORATIONS 14-2-730 (3) Determine the validity of proxies and ballots; (4) Count all votes; and (5) Determine the result. (c) An inspector may be an officer or employee of the corporation. (Code 1981, § 14-2-729.1, enacted by Ga. L. 1997, p. 1165, § 9.) COMMENT Note to 1997 Amendments This section was added in 1997. Subsection (a) requires publicly held corporations meeting the definition of having shares listed on a national securities exchange to appoint inspectors to act at shareholders meetings, and to make a written report of the determinations made pursuant to subsection (b). The requirement of a written report is to facilitate judicial review of determinations made by inspectors. Subsection (b) specifies the duties of inspectors of election. Normally, in making these determinations, the only facts before the inspectors should be appointment forms and electronic transmissions (or written evidence thereof ), envelopes submitted with appointment forms, ballots and the regular books and records of the corporation, including lists of holders obtained from depositories. However, inspectors may consider other reliable information for the limited purpose of reconciling appointment forms, electronic transmissions, and ballots submitted by or on behalf of banks, brokers, their nominees, and similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the shareholder holds of record. Cross-References ‘‘National Securities Exchange’’ defined, see § 14-2-140. Officer, see § 14-2-840. PART 3 VOTING TRUSTS AND AGREEMENTS 14-2-730. Voting trusts.