Proxy Law & Legal Definition


Proxy refers to someone who is authorized to serve in one's place at a meeting, especially with the right to right ot vote on behalf of another. It may be written authority given to someone to act or vote in someone's place. A proxy is often used as a method for stockholders to cast votes at a meeting of shareholders, and by board members and convention delegates.

Some state laws allow proxies for health care agents. A health care proxy usually must include:

  • Name of adult who creates the proxy (the principal).
  • Name of agent.
  • Statement that principal intends agent to make health care decisions for him or her.
  • Principal's signature and date of signature.
  • Signature of two witnesses, date, and statement by witnesses that the principal appeared to execute the proxy willingly.

Neither the agent nor alternate agent can serve as witnesses.

A general proxy allows a proxyholder to vote however he or she sees fit on any matter that may be undertaken. A limited proxy lists certain issues that a proxyholder may cast a vote for on behalf of a voting interest, and also instructs the proxyholder on how to vote on those issues. A proxy form may grant a proxyholder both general and limited powers.