PROXY (contracted from procuracy, proc urator). A person appointed in the place of another, to represent him.
The wife of a director cannot act as his proxy ; State v. Perkins, 90 Mo. App. 603; nor can another so act ; Craig Medicine Co. v. Bank, 59 Hun 561, 14 N. Y. Supp. 16.
The instrument by which a person is ap pointed so to act.
The right of voting at an 'election of an incorporated company by proxy is not a general right, and the party claiming it must show a special authority for that pur pose; Ang. & A. Corp. § 128; Coro. v. Bring hurst, 103 Pa. 134; McKee v. Savings Co., 122 Ia. 731, 98 N. W. 609; but in Walker v. Johnson, 17 App. D. C. 144, it was held that a long continued and unbroken practice of voting by proxy will have the effect of a by-law.
At common law it wasallowable only by the peers of England, and that is said to be in virtue of a special permission of the king; Philips v. Wickham, I Paige (N. Y.) 590; by standing order in 1868, the house agreed to discontinue the practice, and resolved that two days' notice must be given of a motion of suspension of the standing order. The practice may therefore be regarded as in abeyance; May, Parl. Pr. 370.
Where there was no clause in the act of incorporation empowering the members to vote by proxy, but a by-law provided that the shareholders may so vote, it was held, in view of this by-law, that a vote given by proxy should have been received ; State v. Tudor, 5 Day (Conn.) 329, 5 Am. Dec. 162. The court did not say how they would have decided had there been no such by-law, but drew a clear distinction between public and moneyed corporations. A by-law prohibiting voting by proxy has been held unreasonable and invalid ; People's Home Say. Bk. v. San Francisco, 104 Cal. 649, 38 Pac. 452, 29 L. R. A. 844, 43 Am. St. Rep. 147. In Taylor v. Griswold, 14 N. J. L. 222, 27 Am. Dec. 33,
it was held that it required legislative sanc tion before any corporation could make a by-law authorizing members to vote by proxy. So, also, in Brown v. Com., 3 Grant, Cas. (Pa.) 209. See 2 Kent 294; In re Barker, 6 Wend. (N. Y.) 509. Stockholders of nation al banks may vote by proxy, but no officer, clerk, teller, or bookkeeper of a bank may act as proxy; R. S. § 5144 ; many of the states have passed statutes regulating the right to vote by proxy.
A vote by the proxy binds the stockholder, whether exercised in his interest or not, to the same extent as if the vote had been cast in person ; Mobile & 0. R. Co. v. Nich olas, 98 Ala. 92, 12 South. 723; Synnott v. Loan Ass'n, 117 Fed. 379, 54 C. C. A. 553.
Where a proxy was to A, "or in his ab sense to B," and B acted, though A was present, the act was upheld, no stockholder having objected, and all stockholders having "ratified in a formal way" the act of B; Com. v. Roydbouse, 233 Pa. 234, 82 Atl. 74.
A power of attorney, irrevocable for ten years, executed by joint owners of stock, is not against public policy, nor within an act providing that every proxy shall be revoca ble at the pleasure of the person issuing it ; Hey v. Dolphin, 92 Hun 230, 36 N. Y. Supp. 627; and a by-law providing that no proxy should be voted by any one not a stockholder of the corporation is invalid un der an act providing generally that stock holders may be represented by proxies ; Peo ple's Home Say. Bk. v. San Francisco, 104 Cal. 649, 38 Pac. 452, 29 L. R. A. 844, 43 Am. St. Rep. 147.
In England, a stockholder who holds a proxy from another stockholder, and votes at a corporate meeting by a show of hands, counts as one person, without regard to the number of proxies he has; [1897] 1 Ch. 1;