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41 Mich. L. Rev. 38 (1942-1943)
Corporate Proxies

handle is hein.journals/mlr41 and id is 56 raw text is: MICHIGAN LAW REVIEW

[ Vol. 41

CORPORATE PROXIES*
Leonard H. Axe t
F OLLOWING a discussion of the historical development of the
right and power to vote by proxy, this article examines the cases deal-
ing with the regulation by by-law of the right to vote by proxy, who may
act as proxy holders, and the form of the proxy. Emphasis is placed upon
the practical aspects of the execution of proxies and the duties of in-
spectors of elections. A number of additional topics will be discussed in
a second installment: the persons entitled to appoint proxy holders, the
right to examine proxies, the scope of authority conferred and exercise
of power, circumstances under which a stockholder is bound by his
proxy holder's unauthorized acts, and revocation and termination
of proxies.
I
THE ORIGIN AND EARLY DEVELOPMENT OF PROXY VOTING
A. The Right to Vote by Proxy at Common Law
At common law a stockholder has no right to cast his vote by
proxy at corporate meetings, in the absence of special authorization.1
In explaining how the rule evolved, the Court of Appeals for the
District of Columbia said, in Walker v. Johnson,'
* This article is a portion of a dissertation submitted in partial fulfillment of the
requirements for the degree of Doctor of the Science of Law.
The writer wishes to acknowledge his indebtedness to Mr. Howard Petersen of
the bar of New York City and to Mr. Bernard D. Broeker, formerly of the bar of
New York City and now a member of the legal staff of the Bethlehem Steel Company,
Betblehem, Pennsylvania, who read this dissertation and contributed valuable sugges-
tions. Also, the writer wishes to thank Mr. H. H. Pell, Jr., Secretary, The Columbia
Gas and Electric Company, for the information in respect to the mechanics of actual
proxy voting.
In particular the writer is indebted to Professor Laylin K. James, School of
Law, University of Michigan, whose encouragement was an inspiration to carry the
study through to completion.
In all fairness to those who read the manuscript, the writer assumes full respon-
sibility for all ideas and conclusions expressed.
t A.B., Baker University; LL.B., University of Kansas; S.J.D., University of
Michigan. Professor of Business Law, School of Business, University of Kansas.-Ed.
' Special authorization may be of two kinds, (I) authorization by charter or
article of incorporation (see, infra, p. 41), and (z) authorization by by-law (see infra,
p. 42). However, in some jurisdictions authorization in the by-law alone is not suf-
ficient to create the right to vote by proxy, but must be sanctioned by some provision
in the charter or articles of incorporation (see, infra, p. 45 f-)-
2 17 D. C. App. 144 (1900).

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