Missouri Laws 355.291 – Proxy vote
1. Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.
2. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form, but no proxy shall be valid for more than three years from the date of the appointment’s execution.
Terms Used In Missouri Laws 355.291
- articles: amended and restated articles of incorporation and articles of merger. See Missouri Laws 355.066
- Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
- Bylaws: the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. See Missouri Laws 355.066
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: public benefit and mutual benefit corporations. See Missouri Laws 355.066
- Member: without regard to what a person is called in the articles or bylaws, any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See Missouri Laws 355.066
- Person: includes any individual or entity. See Missouri Laws 355.066
- Proxy voting: The practice of allowing a legislator to cast a vote in committee for an absent legislator.
- Secretary: the corporate officer to whom the board of directors has delegated responsibility pursuant to subsection 2 of section 355. See Missouri Laws 355.066
- Vote: includes authorization by written ballot and written consent. See Missouri Laws 355.066
3. An appointment of a proxy is revocable by the member.
4. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
5. Appointment of a proxy is revoked by the person appointing the proxy attending any meeting and voting in person, or signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a written statement that the appointment of the proxy is revoked or a subsequent appointment form.
6. Subject to section 355.306 and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.