1. A cooperative is not liable for acting upon wrongful transfers of its securities unless it has notice that the certificate was not transferred by a proper person or has notice that the transfer was wrongful.
2. As used in this section:
a. "Proper person" means the registered owner or last prior transferee, whether or not described as fiduciary for another, or the person's authorized agent, legal representative, or successor to the person's interest by operation of law.
b. "Transfer" includes a redemption or recall of stock.
c. "Wrongful transfer" means a transfer which is in excess of the authorization or capacity of the transferor, or which is made in breach of the transferor's fiduciary duty.