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Proxy

company, power, act, attorney and duty

PROXY. The person who acts for an other, also the document appointing him. The articles of association of a company usually provide for votes being given by proxy.

The instrument appointing a proxy may be in the following form or in any other form which the directors shall approve :— I of in the county of being a member of the Company, Limited, hereby appoint of as my proxy to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be] general meeting of the company to be held on the day of and at any adjournment thereof.

Signed this day of Articles of association often contain a clause that no person shall act as a proxy unless he is entitled on his own behalf to be present and vote at the meeting at which he acts as proxy.

Section 68 of the Companies (Consolida tion) Act, 1905, gives power to a company which is a member of another company, by resolution of the directors, to authorise any of its officials or any other person to act as its representative at any meeting of the other company, and to exercise the same powers on behalf of the company which he represents, as if he were an individual shareholder of the other company. (See MEETINGS.) The instrument appointing a proxy must be deposited at the registered office of the company within the time specified in the articles.

The stamp duty on a letter or power of attorney, or other instrument for the sole purpose of appointing or authorising 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, is one penny. (See under POWER OF ATTORNEY.) If the instrument is for use at more meetings than one, the duty is 10s.

Section SO of the Stamp Act, 1891, pro vides as follows : " (1) Every letter or power of attorney for the purpose of appointing a proxy to vote at a meeting, and every voting paper, hereby respec tively charged with the duty of one penny, is to specify the day upon which the meeting at which it is intended to be used is to be held, and is to be available only at the meeting so specified, and any ad journment thereof.

"(2) The duty of one penny may be denoted by an adhesive stamp, which is to be cancelled by the person by whom the instrument is executed, and a letter or power of attorney or voting paper charged with the duty of one penny is not to be stamped after the execution thereof by any person.

" (3) Every person who makes or executes, or votes, or attempts to vote, under or by means of any such letter or power of attorney or voting paper, not being duly stamped, shall incur a fine of fifty pounds, and every vote given or tendered under the authority or by means of the letter or power of attorney or voting paper, shall be void." By the Finance Act,1907, Section 9, so much of s.s. 2 of Section SO of the Stamp Act, 1891, as prevents the stamping after execution of a letter or power of attorney or voting paper charged with the duty of one penny, shall cease to apply as regards any such instru ment which has been first executed at any place out of the United Kingdom, and, accordingly, any such instrument so executed after the commencement of this Act may be stamped after execution in accordance with Section 15 of the said Act. (See STAMP DUTIES.) A proxy in connection with bankruptcy proceedings is exempt from stamp duty. (Bankruptcy Act, 18S3, Section 144.) (See COMPANIES, VOTES.)