This review list is intended to educate you on the subject of this document and to aid you in its preparation. If this is a critical vote, it is prudent to get your signature notarized. It will give weight to its message while also putting your designee on firmer basis.
1. Make several copies. Copies should be distributed to all board members in attendance; the individual holding the proxy should be urged to get a resolution from the Board accepting the proxy prior to discussing other topics. A copy should be retained in the corporate minute book, as well as in the personal files of the person designated to vote the proxy and the proxy holder
Director’s Proxy
Director’s Proxy
__________________________, a director of ____________________, herewith appoints and designates as his proxy __________________, for a meeting of the board of directors scheduled for ____________ ________, with the full right and authority to vote in the place of ____________________, provided, however, that there is no right of substitution. Therefore, for attendance and quorum purposes, I should be counted as in attendance.
Dated: ______________________
__________________________________________
Director___________________________________________
Witness
Director’s Proxy
Review ListThis review list is provided to inform you about this document in question and assist you in its preparation. If this is an important vote, you would be well advised to have your signature notarized. It will add seriousness to its weight as well as putting your designee on stronger ground.
1. Make multiple copies. Copies should be given to all attending board members; the individual holding the proxy should be advised to get a resolution of the Board adopting the Proxy prior to other matters being discussed. A copy should be kept in the corporate minute book, as well as in the personal records of the person designated to vote the proxy and the proxy holder him or herself.
Frequently Asked Questions
What is a director's proxy?
A director's proxy is a document that appoints and designates another individual to act as a proxy for a director at a meeting of the board of directors. The proxy is granted for a specific meeting and provides the full right and authority to vote in place of the director. The document also ensures that the director is counted as in attendance for quorum purposes.
How do I fill out a director's proxy form?
To fill out a director's proxy form, you need to insert the name of the director granting the proxy, the name of the corporation, the name of the proxy holder, the date of the board meeting, and the name of the director being replaced. The form also requires the date and the director's signature. A witness signature is also required.
Can a proxy holder substitute someone else to vote on their behalf?
No, the director's proxy document explicitly states that there is no right of substitution. The proxy holder must attend the meeting and vote in person. They cannot delegate the authority to another individual.
Why should I have my director's proxy notarized?
Having your director's proxy notarized is advisable if the vote is important. Notarization adds seriousness to its weight and puts your designee on stronger ground. It can help prevent challenges to the proxy's validity.
What should I do with the completed director's proxy?
You should make multiple copies of the completed proxy. Copies should be given to all attending board members, and the individual holding the proxy should be advised to get a resolution of the Board adopting the Proxy prior to other matters being discussed. A copy should be kept in the corporate minute book, as well as in the personal files of the director.
Is a director's proxy counted for quorum purposes?
Yes, the director's proxy document states that for attendance and quorum purposes, the director granting the proxy should be counted as in attendance. This ensures that the meeting can proceed even if the director cannot be physically present.
What information is required in a director's proxy?
A director's proxy requires the name of the director granting the proxy, the name of the corporation, the name of the proxy holder, the date of the board meeting, and the name of the director being replaced. It also requires the date and the director's signature, as well as a witness signature.
Can a director's proxy be used for multiple meetings?
No, the director's proxy is specific to a meeting of the board of directors scheduled for a particular date. It is not a standing proxy and must be executed for each meeting. The document does not provide for use at multiple meetings.
What is the purpose of the review list in the director's proxy document?
The review list is provided to inform you about the document and assist in its preparation. It includes recommendations such as having the signature notarized if the vote is important, making multiple copies, and advising the proxy holder to get a board resolution adopting the proxy. It also suggests keeping a copy in the corporate minute book and personal files.
Who can be appointed as a proxy for a director?
Any individual can be appointed as a proxy for a director, as long as they are designated in the proxy document. The proxy holder must have the full right and authority to vote in place of the director. There is no restriction on who can serve as a proxy, except that substitution is not allowed.
