Legal Question in Business Law in California

Re: Proxy votes in private club

The only requirements as to the form and content of a proxy that I've found are in Corporations Code section 604, and it applies only to corporations with 100 or more shareholders. If this applies to you, look it up.

Otherwise, I'd say that judges in ruling on issues of this kind will lean over backwards to give effect to the intent of the voting shareholders and disregard informalities and deviations in style from the norm.

Further, Corporations Code section 178 gives an expansive definition of a proxy, and I understand that the organization may not narrow that definition through its bylaws. You should obtain and read the definition.

Corporations Code section 705 discusses the validity of proxies generally. It's a long section, but it starts out, "Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares."

In this case, I think these ballots, if intended to be proxies by the members signing them, would be given that effect, when signed, dated, and delivered to the person in charge of the voting in time to be examined and counted. There is a possible problem, however. A proxy is different from an absentee ballot, and the documents you describe might arguably be nothing more than an attempt to vote by absentee ballot. A key difference is that an absentee ballot is designed to be thrown into a ballot box of some kind and counted without third-party intervention, whereas a true proxy is an authorization for a third party to vote the shares or membership interest on behalf of the shareholder or member. Unless it can be seen or readily inferred that the person who solicited these "proxies" or "ballots" was also intended to appear at the meeting and cast them, they might indeed be invalid.

So, without seeing the whole package, I can't be certain, but I'd cast my absentee vote for these being valid proxies.