Proxy — Section 105

A member who is entitled to attend and vote at a meeting but cannot personally be present may still have his vote counted by appointing a proxy — another person who attends the meeting and votes in his place. This right is available to a member of a company having share capital; a member of a company not having share capital may appoint a proxy only if the Articles of the company allow it.

Key provisions under Section 105:

• The proxy need not himself be a member of the company.
• The instrument appointing a proxy must be in writing and signed by the member appointing the proxy (or his duly authorised attorney), and must be deposited with the company at least 48 hours before the meeting.
• A proxy has the right to vote only on a poll; he cannot vote on a show of hands (unless the company's Articles provide otherwise, or in the case of a One Person Company). He also has no right to speak at the meeting or to move a resolution — he may only cast the vote he has been authorised to cast.
• One-person, multiple-proxy limit: a person can act as proxy on behalf of members not exceeding fifty, and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights; however, a member holding more than 10% of such share capital may appoint a single person as proxy, and that person cannot act as proxy for any other member. …