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Proxies clause: Copy, customize, and use instantly

Introduction

A proxies clause governs the use of proxy representatives, allowing one party to appoint another party (a proxy) to act on their behalf in specific matters, such as voting, decision-making, or meeting attendance. This clause ensures that the proxy is properly authorized and understands their rights, duties, and limitations.

Below are templates for proxies clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

General proxy authorization clause

This variation applies to general proxy authorization for voting or decision-making.

Each party agrees to appoint a proxy to act on their behalf for the purpose of attending meetings, voting, and making decisions as specified in this Agreement. The proxy must be duly authorized in writing, and their actions will be binding as if performed by the appointing party.

Proxy for shareholder voting clause

This variation applies to proxies for voting in shareholder meetings.

The shareholder of [Company] may appoint a proxy to attend and vote at shareholder meetings on their behalf. The proxy must present a written authorization to the company and shall exercise the same rights as the shareholder at the meeting.

Proxy for board meetings clause

This variation applies to proxies for board of directors meetings.

Any director of [Company] may appoint a proxy to attend board meetings and vote on their behalf. The proxy’s appointment must be in writing and delivered to the company before the meeting. The proxy shall have the same voting rights as the director during the meeting.

Proxy for annual general meetings (AGMs) clause

This variation applies to proxies for AGMs.

A shareholder may appoint a proxy to attend and vote at the annual general meeting (AGM) of [Company]. The proxy must be appointed in writing and submitted to the company at least [specific timeframe] before the AGM. The proxy shall have full voting power for the shareholder at the AGM.

Proxy with limited authority clause

This variation applies to proxies with limited authority.

The appointing party may specify limitations on the authority of the proxy. Any proxy appointed under this Agreement may only act within the scope of authority granted in writing, which must be provided to the proxy and the company before the relevant meeting or decision.

Proxy for special meetings clause

This variation applies to proxies for special meetings.

A shareholder or director may appoint a proxy to attend and vote at any special meeting of the company. The proxy’s appointment must be made in writing and submitted to the company at least [specific timeframe] prior to the meeting. The proxy may only act in accordance with the scope of authority granted for that specific meeting.

Proxy for limited-time use clause

This variation applies to proxies for a specific duration or time frame.

The proxy appointed under this Agreement will have authority to act on behalf of the appointing party for a period of [specific timeframe]. The proxy’s authority will automatically expire at the end of the designated period, unless extended in writing.

Proxy for decision-making in joint ventures clause

This variation applies to proxies in joint venture decisions.

Each party to the joint venture may appoint a proxy to act on their behalf in decision-making processes related to the joint venture. The proxy’s appointment must be made in writing and must clearly define the specific decisions they are authorized to make.

Proxy for meetings involving non-routine decisions clause

This variation applies to proxies for meetings where important or non-routine decisions are made.

The appointing party may designate a proxy to attend meetings and make decisions on their behalf for non-routine matters, including strategic or high-stakes decisions. The proxy’s authority must be clearly outlined in writing, and the proxy shall not exceed the defined scope of authority.

Proxy for general business decision-making clause

This variation applies to proxies for general business decisions.

The parties agree that they may appoint proxies to attend and vote on behalf of the appointing party in general business decision-making, including meetings regarding corporate governance, routine operations, and financial matters. The proxy will act in accordance with the authority granted in writing by the appointing party.

Proxy for specific contract negotiations clause

This variation applies to proxies for specific contract negotiations.

The appointing party may designate a proxy to attend and represent them in negotiations of specific contracts or agreements. The proxy's authority must be limited to the specified negotiations and must be documented in writing before the negotiation begins.

Proxy for shareholder approval of major transactions clause

This variation applies to proxies for approving major transactions.

A shareholder may appoint a proxy to attend and vote on their behalf for the approval of major transactions, including mergers, acquisitions, or amendments to the company’s bylaws. The proxy’s authority must be granted in writing and provided to the company prior to the relevant meeting.

Proxy for voting on board resolutions clause

This variation applies to proxies for voting on board resolutions.

A director may appoint a proxy to attend board meetings and vote on their behalf for the approval of board resolutions. The proxy must be appointed in writing and delivered to the company prior to the meeting. The proxy shall have full authority to vote on all matters presented during the meeting.

Proxy for election of officers clause

This variation applies to proxies for the election of officers.

Shareholders or directors may appoint a proxy to attend meetings and vote in the election of company officers. The proxy’s authority must be clearly specified in writing and submitted to the company at least [specific timeframe] before the election.

Proxy for emergency decision-making clause

This variation applies to proxies for emergency decision-making.

In the event of an emergency requiring a timely decision, the appointing party may designate a proxy to make decisions on their behalf. The proxy's authority shall be limited to the emergency situation and must be granted in writing with clear instructions for the scope of the decision-making.

Proxy for corporate restructuring decisions clause

This variation applies to proxies for corporate restructuring decisions.

A shareholder or director may appoint a proxy to act on their behalf for decisions related to corporate restructuring, including reorganizations and business consolidations. The proxy’s authority must be granted in writing and limited to the specific restructuring matters.

Proxy for strategic business planning meetings clause

This variation applies to proxies for strategic planning meetings.

The appointing party may designate a proxy to attend and participate in strategic business planning meetings. The proxy shall have the authority to vote and make decisions based on the guidelines provided in writing by the appointing party prior to the meeting.

Proxy for non-profit governance meetings clause

This variation applies to proxies for non-profit organization meetings.

A member of the non-profit organization may appoint a proxy to attend and vote at governance meetings on their behalf. The proxy’s appointment must be made in writing, and the proxy may only act in accordance with the authority specified for that meeting.

This variation applies to proxies for employee or labor-related decisions.

The parties agree that a designated proxy may act on behalf of the appointing party in labor negotiations, employee benefit decisions, or other employee-related matters. The proxy’s authority must be granted in writing and limited to the specific labor-related matters discussed.

This variation applies to proxies for tax-related decision-making.

The parties may appoint a proxy to act on their behalf for decisions related to tax filings, disputes, or audits. The proxy must be given written authorization specifying the scope of authority, and their actions will be binding on the appointing party regarding tax matters.

Proxy for financial approval decisions clause

This variation applies to proxies for financial approval.

The appointing party may designate a proxy to approve financial transactions on their behalf, including budget approvals and investment decisions. The proxy’s authority must be clearly outlined in writing, and they may only act within the scope of financial matters specified.

Proxy for business operations meetings clause

This variation applies to proxies for general business operations meetings.

A party may appoint a proxy to attend and make decisions on their behalf at business operations meetings. The proxy must be granted specific written authorization to act for the party in discussions and decisions regarding the day-to-day operations of the business.

Proxy for annual meeting of members clause

This variation applies to proxies for the annual meeting of members.

A member of the organization may appoint a proxy to attend the annual meeting and vote on their behalf for any matters requiring approval. The proxy’s appointment must be in writing and delivered to the organization at least [specific timeframe] prior to the meeting.

This variation applies to proxies for legal compliance matters.

Each party may appoint a proxy to make decisions related to legal compliance, including regulatory filings and compliance audits. The proxy’s authority must be limited to legal compliance matters, and they must act according to the written instructions provided by the appointing party.

Proxy for vote on mergers and acquisitions clause

This variation applies to proxies for voting on mergers and acquisitions.

A shareholder or director may appoint a proxy to attend and vote on their behalf at meetings discussing mergers, acquisitions, or similar major transactions. The proxy’s authority must be specified in writing and submitted to the company before the vote.

Proxy for long-term strategy meetings clause

This variation applies to proxies for long-term strategic decision-making.

The appointing party may designate a proxy to participate in meetings concerning long-term business strategy, including mergers, acquisitions, and strategic partnerships. The proxy’s authority must be granted in writing and is limited to the strategic matters defined in the meeting agenda.

This variation applies to proxies for decisions related to franchise matters.

A franchisee may appoint a proxy to attend franchise-related meetings and make decisions on their behalf. The proxy must be authorized in writing and may act within the specific authority granted for franchise-related matters, including franchise renewals and territory expansions.

Proxy for shareholder agreement modifications clause

This variation applies to proxies for modifying shareholder agreements.

The parties agree that a shareholder may appoint a proxy to vote on their behalf for any modifications to the shareholder agreement. The proxy must be granted written authority to act in relation to amendments or alterations of the shareholder terms.

This variation applies to proxies for funding-related decisions.

A party may appoint a proxy to make decisions related to securing or allocating business funding, including equity financing or loans. The proxy’s authority must be granted in writing and is limited to the approval of specific funding arrangements.

Proxy for corporate governance committee decisions clause

This variation applies to proxies for governance committee decisions.

A director may appoint a proxy to act on their behalf in corporate governance committee meetings. The proxy must be given specific written instructions detailing the scope of governance decisions they are authorized to make, including votes on policies, bylaws, and management structures.

Proxy for environmental regulatory compliance clause

This variation applies to proxies for decisions related to environmental regulations.

A party may appoint a proxy to make decisions and submit filings related to environmental regulations and compliance. The proxy’s authority must be granted in writing and is limited to actions required for environmental matters under this Agreement.

Proxy for corporate tax filings and decisions clause

This variation applies to proxies for corporate tax-related decisions.

The appointing party may designate a proxy to handle corporate tax filings, tax disputes, and other tax-related decisions. The proxy’s authority will be defined in writing, and they may only take action as outlined in the written authorization.

Proxy for non-profit organization decisions clause

This variation applies to proxies for decisions within a non-profit organization.

A member of a non-profit organization may appoint a proxy to attend meetings and vote on their behalf for decisions such as budget approvals, funding, and policy changes. The proxy’s authority must be provided in writing before the meeting.

This variation applies to proxies for legal actions or court decisions.

A party may designate a proxy to represent them in legal proceedings or court decisions, including filing motions or entering settlements. The proxy’s authority must be provided in writing and is limited to actions necessary for the specified legal matters.

Proxy for internal audit decisions clause

This variation applies to proxies for decisions related to internal audits.

The parties agree that a designated proxy may be appointed to make decisions regarding internal audits, including selecting auditors and reviewing audit results. The proxy’s authority will be limited to audit-related matters and must be specified in writing.

Proxy for operational risk management decisions clause

This variation applies to proxies for managing operational risks.

A party may appoint a proxy to make decisions related to operational risk management, including risk mitigation strategies and crisis response plans. The proxy’s scope of authority must be defined in writing, ensuring they only act within the operational context outlined.

Proxy for technology and innovation strategy meetings clause

This variation applies to proxies for technology and innovation discussions.

The appointing party may designate a proxy to attend meetings concerning technology and innovation strategies, such as product development or IT infrastructure planning. The proxy’s authority must be granted in writing and is limited to the topics specified in the meeting agenda.

Proxy for employee recruitment and selection decisions clause

This variation applies to proxies for hiring decisions.

A party may appoint a proxy to make decisions on behalf of the company regarding employee recruitment, selection, and hiring for specified roles. The proxy’s authority must be provided in writing and is limited to recruitment activities outlined in this Agreement.

Proxy for shareholder rights enforcement clause

This variation applies to proxies for enforcing shareholder rights.

A shareholder may appoint a proxy to exercise their rights to enforce any provisions of the shareholder agreement, including voting on shareholder disputes or corporate actions. The proxy must provide written documentation of their appointment and authority.

Proxy for joint venture operational decisions clause

This variation applies to proxies for joint venture operational decisions.

Each party in the joint venture may appoint a proxy to make operational decisions related to the day-to-day management of the joint venture. The proxy’s authority must be clearly defined in writing and is limited to the operational scope of the joint venture’s activities.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

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