Duhaime's Law Dictionary

Proxy Definition:

A written appointment given by a voting member of an organization to another person allowing the proxy holder to attend a specific meeting on the member’s behalf, including the exercise of the member’s voting rights.

Related Terms: Proctor

A right which is signed-over to an agent.


Proxies are agency agreements, the voting member being the principal and the proxy-holder, the agent.

In some ways, the proxy is much like a limited power of attorney in that it empowers the agent to act as if he or she was the principal at the relevant meeting at which the proxy is for. But unlike a power of attorney, the form of a proxy is generally much simpler and does not require, as might a power of attorney in most jurisdictions, onerous form requirements.

Not all organizations allow proxies. In law, proxies are not permitted unless there is a provision in the constitutional documents of an organization which allow them.

Proxies are used frequently at annual meetings of corporations where the right to exercise a vote is "proxied" from the shareholder to the agent. A typical company proxy enabling clause is that of the Revised Code of Washington, §23B.07.220 (edited extract):

"A shareholder may vote the shareholder's shares in person or by proxy.

"A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by … executing a writing authorizing another person or persons to act for the shareholder as proxy."

A person attending or voting at a meeting of an organization and acting on the authority of a proxy is called a proxy holder or, simply, a proxy. Generally, he or she need not be a member of the organization.


  • Kerr, K. and King, H., Procedures for Meetings and Organizations (Toronto: Carswell, 1996)
  • Revised Code of Washington (RCW), published at apps.leg.wa.gov/rcw/
  • Robert, H., Robert’s Rules of Order, 10th Edition (Cambridge, Mass.: Perseus Publishing, 2000)

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