(a) The charter or bylaws of a corporation may provide and, unless the charter or bylaws provide otherwise, the board of directors may adopt by resolution a procedure by which a stockholder of the corporation may certify in writing to the corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder.
(b) The resolution shall set forth:
(1) The class of stockholders who may certify;
(2) The purpose for which the certification may be made;
(3) The form of certification and the information to be contained in it;
(4) If the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the corporation; and
(5) Any other provisions with respect to the procedure which the board considers necessary or desirable.
(c) On receipt of a certification which complies with the procedure adopted by the board in accordance with this section, the person specified in the certification is, for the purpose set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.
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