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A person acting in place of another. A member of a company can nominate another person (who need not be a member) to attend a meeting and if necessary vote. The proxy can only vote if the member has power to vote, and only on a poll, not on a show of hands, unless the Articles provide otherwise. Notices calling meetings must state that a member may appoint a proxy. The appointment is usually made in writing on a form provided by the company. It must be deposited with the company before the meeting, but the company cannot insist that it be deposited more than forty-eight hours before.

There are various forms of proxy: a general proxy with power to vote at any meeting, and a special proxy (for a particular meeting). Special proxy forms may be: (1) at the discretion of the proxy holder – he may vote as he thinks fit; (2) two-way proxies – these are printed so that the member can state whether he wants the proxy to vote for or against the resolution; and (3) three-way proxies, basically a combination of the first two. The stock exchange insists that companies wanting quotations must provide for the issue of two-way proxies. If the member attends the meeting as well as the proxy, the proxy might just as well not be there. It is common practice for directors to issue proxy forms offering themselves as proxies for the members.

Reference: The Penguin Business Dictionary , 3rd edt.