11B V.S.A. § 7.24

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by:

(1) signing an appointment form either personally or by an attorney-in-fact; or

(2) by transmitting to the corporation or the corporation's duly authorized agent an appointment of proxy by electronic transmission, including telephone or e-mail.

(b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form; provided, however, that no proxy shall be valid for more than three years from its date of execution.

(c) An appointment of a proxy is revocable by the member.

(d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(e) Appointment of a proxy is revoked by the person appointing the proxy:

(1) attending any meeting and voting in person;

(2) prior to a vote being taken on an action, delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a signed writing or an electronic transmission stating that the appointment of the proxy is revoked or a subsequent appointment form.

(f) Subject to section 7.27 of this title and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.