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Proxies

A proxy is someone who attends a general meeting and votes in place of a member of the company. Every member of a company has a statutory right to appoint a proxy. The statutory provisions are in sec324 - sec331. They largely re-enact sec372 of the 1985 Act, but there are some significant changes of detail.

Right to appoint a proxy
Sec324 states the statutory right of a member to appoint a proxy, but note sec324(2), which allows more than one proxy to be appointed provided this is in respect of different shares. By sec325 the notice calling a meeting must state the member's rights under sec324 (which will include the right to appoint more than one proxy). Failure to comply does not invalidate the meeting, but will be an offence.

Company sponsored invitations to appoint proxies (sec326)
This is a re-wording of the old sec372(6). If invitations are sent to members at the company's expense to appoint a particular person (or persons) as proxy, such invitations must be sent to all the members. The exception is where the member requests such a service, provided the service is available to all.

Notice of appointment of proxy (sec327)
As under the old Act, a provision in a company's articles requiring the notice appointing a proxy to be lodged with the company more than 48 hours before the meeting is void. There are two additions, however. If a poll is taken more than 48 hours after it was demanded, the notice of appointment of a proxy cannot be required more than 24 hours before the time for taking the poll. If the poll is taken less than 48 after it was demanded, the notice cannot be required earlier than the time at which it was demanded.
Notice, too, the new provision that for these purposes, the 48 or 24 hours must be hours in the working day. (So the proxy notice for a meeting on Monday can be required as early as the equivalent time on the previous Thursday.)

Notice of termination of proxy's authority (sec330)
The termination of a proxy's authority by the member appointing him does not invalidate his acts unless the company receives notice of the termination before the start of the meeting (or such other time specified in the articles, not exceeding the maximum period for appointment of a proxy under sec327, i.e. 48 or 24 hours).

Saving for more extensive rights conferred by the articles (sec331)
Nothing in sec324 to sec330 prevents a company's articles from conferring more extensive rights on members or proxies than are conferred by these articles.
Note that this applies only to more extensive rights. provisions in a company's articles that purport to restrict the statutory rights will be void. Note in particular that a proxy may now vote on a show of hands as well as on a poll.

Model Articles provisions

Content of proxy notices
45. (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which-
(a) states the name and address of the shareholder appointing the proxy;
(b) identifies the person appointed to be that shareholder's proxy and the general meeting in relation to which that person is appointed;
(c) is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and
(d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
(2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as-
(a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
(b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

Delivery of proxy notices
46. (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
(2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.

Table A provisions

Art. 59: On a poll votes may be given personally or by proxy. A member may appoint more than one proxy to attend on the same occasion.

Art. 60. An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve) -

"............................................ PLC/Limited

I/We,................................. of......................................., member/members of the above-named company, hereby appoint................................... of........................................, or failing him,........................................of....................................., as my our proxy to vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company to be held on.....................19........., and at any adjournment thereof.

Signed on .................19........"

61. Where it is desired to afford members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve) -

"............................................ PLC/Limited

I/We,................................. of......................................., member/members of the above-named company, hereby appoint................................... of........................................, or failing him,........................................of....................................., as my our proxy to vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company to be held on.....................19........., and at any adjournment thereof.

This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No. 1 *for *against
Resolution No. 2 *for *against

*Strike out whichever is not desired.

Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.

Signed this...................day of......................19......."

62. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may -
(a) be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the company in relation to the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
(b) in the case of a poll taken more than forty-eight hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than twenty-four hours before the time appointed for the taking of the poll; or
(c) where the poll is not taken forthwith but is taken not more than forty-eight hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director; and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.

Company representatives
The representative of another company which is itself a member of the company is not a proxy but the full rights of a member present in person