PROXY

A representative; an agent; a document appointing a representative.

A proxy is a person who is designated by another to represent that individual at a meeting or before a public body. It also refers to the written authorization allowing one person to act on behalf of another.

In corporate law, a proxy is the authority to vote stock. This authority is generally provided by the charter and bylaws of a corporation or by a state statute. If authority is not provided, a stockholder cannot vote by proxy. The record owner of the stock whose name is registered on the corporate books is the only individual who can delegate the right to vote. In the absence of an express requirement, no particular form is necessary for a proxy. It must, however, be evidenced by a sufficient written grant of authority. A proxy is not invalid if minor errors or omissions appear on the document.

Generally any power that a stockholder possesses at a corporate meeting can be delegated to a proxy. An ordinary proxy can vote on regular corporate business, such as the amendment of the bylaws. The proxy is not authorized to vote, however, on extraordinary corporate business, such as a merger, unless given special authority to do so. When a proxy acts within the scope of her authority, under agency principles, the stockholder is bound as if she acted in person.

A proxy can be revoked at any time, unless it is coupled with an interest or made expressly irrevocable. The sale of a stockholder's shares automatically revokes any proxies previously given to vote those shares. A proxy can also be revoked when the stockholder gives a subsequent proxy or attends the meeting in person. A stockholder can act as a proxy for another shareholder, but it is not necessary for a proxy to be a stockholder.

prox·y / ˈpräksē/ • n. (pl. prox·ies) 1. the authority to represent someone else, esp. in voting: they may register to vote by proxy. ∎  a person authorized to act on behalf of another. ∎  a document authorizing a person to vote on another's behalf.2. a figure that can be used to represent the value of something in a calculation: the use of a U.S. wealth measure as a proxy for the true worldwide measure.

proxy A device that handles network traffic on behalf of another: a client will send a request to a proxy, which will then make the same request to a server, to which the proxy appears to be a client. The response from the server is returned to the proxy and then passed to the original client. Proxies are often used as part of a firewall to allow complex protocols to be handled; they may also examine requests and responses, route requests to different servers or filter responses in accordance with some policy.

proxy action of a substitute or deputy XV; document authorizing a person to act for another XVI. Earlier forms procusie, prokecye, proccy, contr. of † proc(u)racy, — medL. prōcūrātia, repl. L. prōcūratiō procuration; see -ACY.

proxy See IONIC SUBSTITUTION.