Proxy - Definition - Law Dictionary Home Dictionary Definition proxy

Definition :

Proxy, a person appointed, usually by written authority, by a person entitled to vote personally, to vote at the discretion of the proxy. See Harben v. Phillips, (1883) 23 Ch D p. 35.

As to voting by proxy under the (English) Companies Clauses Consolidation Act, 1845 (8 & 9 Vict. c. 16), see sections 76, 77 of that Act; amended in the case of a company being shareholder, by the Companies Clauses Acts, 1888 and 1889.

A letter 'for the sole purpose of appointing or authorizing a proxy to vote at any one meeting at which votes may be given by proxy, whether the number of persons named in such instrument be one or more,' must bear a penny stamp, must specify the day on which the meeting is to be held, and is to be available only at the meeting so specified, and any adjournment thereof [(English) Stamp Act, 1891, and First Schedule]. The Standing Orders of Parliament (L.S.O. 62 and C.S.O. 62) prohibit the sending out of stamped proxies in connection with extension bills. Directors, acting in good faith in the interests of the company, may do what they think advisable to get shareholders to vote either in favour of or against a resolution, e.g., they may send out stamped forms at the company's expense, Peel v. L. & N.W. Ry. Co., (1907) 1 Ch 5; overruling Studdert v. Grosvenor, (1886), 33 Ch D 528.

On a show of hands, a proxy has only one vote, however many persons he may represent; see Ernest v. Loma Gold Mines, (1897) 1 Ch 1, in which case it was also held that a blank date of the meeting in the proxy paper might be filed up by the secretary of the company before the paper was lodged.

Voting by proxy at the meetings of the creditors of a bankrupt is regulated by the Bankruptcy Act, 1914, s. 13, and First Schedule thereto; and at the meetings of the creditors and contributories of companies being wound up, by Rules 139-149 of the (English) Companies (Winding-up) Rules, 1909.