(a) Shares standing in the name of another corporation, domestic or foreign, may be
voted by an officer, agent, or proxyholder as the bylaws of the other corporation
may prescribe or, in the absence of such provision, as the board of the other corporation
may determine or, in the absence of that determination, by the chairperson of the board, president or any vice president of the other corporation, or by any
other person authorized to do so by the chairperson of the board, president, or any vice president of the other corporation. Shares which are purported to be voted or any proxy purported to be executed in
the name of a corporation (whether or not any title of the person signing is indicated)
shall be presumed to be voted or the proxy executed in accordance with the provisions
of this subdivision, unless the contrary is shown.
(b) Shares of a corporation owned by its subsidiary shall not be entitled to vote
on any matter.
(c) Shares held by the issuing corporation in a fiduciary capacity, and shares of
an issuing corporation held in a fiduciary capacity by its subsidiary, shall not be
entitled to vote on any matter, except as follows:
(1) To the extent that the settlor or beneficial owner possesses and exercises a right
to vote or to give the corporation binding instructions as to how to vote such shares.
(2) Where there are one or more cotrustees who are not affected by the prohibition
of this subdivision, in which case the shares may be voted by the cotrustees as if
it or they are the sole trustee.
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