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Voting & Proxy Authorization Form

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VOTING & PROXY AUTHORIZATION AGREEMENT

Recitals

WHEREAS, Organization Name: is a legal entity holding meetings of its members or shareholders for the purpose of conducting corporate or association business; and

WHEREAS, Member Name: (the "Principal") is entitled to vote on matters presented at the meeting described below and desires to appoint a proxy to act on behalf of the Principal under the terms set forth herein; and

WHEREAS, Proxy Name: (the "Proxy") is willing to accept appointment and to exercise voting authority as specified in this Agreement.

Meeting Details

Annual Meeting Special Meeting

Meeting Date:   Time:

Principal Information

Proxy Appointment & Authority

The Principal hereby appoints Proxy Name: as attorney-in-fact and proxy to attend the meeting described above and to vote, act and consent on behalf of the Principal in accordance with the authority granted herein.

Authority granted (select one):
General authority to vote on all matters presented at the meeting, including adjournments and procedural matters.
Limited authority to vote only on matters specifically listed in the "Matters & Instructions" section below.

If no specific instruction is indicated, the Proxy shall exercise reasonable discretion consistent with the Principal's best interests and, where applicable, with any prior written policy of the Principal provided to the Proxy.

Compensation (If Any)

The parties may agree that the Proxy will receive compensation for services rendered in connection with this appointment. If compensation is agreed, specify amount and schedule below; otherwise enter "None".

Term and Termination

This Authorization shall become effective on Start Date: and shall expire on End Date: unless earlier revoked in writing. The Principal may revoke this Authorization by providing Notice Period: days' written notice to the Proxy or to the Secretary of the Organization.

This Authorization shall also terminate automatically upon the death or adjudicated incapacity of the Principal, or upon the transfer of the shares or membership units represented by this proxy, unless otherwise permitted by applicable law and the Organization's governing instruments.

Confidentiality

The Proxy agrees to keep confidential all non-public information obtained in the course of performing duties under this Authorization and to use such information solely for the purpose of exercising the voting authority granted herein. This obligation survives termination of this Authorization.

Representations & Warranties

The Principal represents and warrants that the Principal is the lawful owner of the shares or membership interests identified above and has full power and authority to grant this proxy. The Proxy represents that the Proxy is legally competent to accept the appointment and will act in good faith, in accordance with any instructions provided, and in the Principal's best interests where discretion is permitted.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to choice-of-law principles. This document constitutes the entire agreement between the Principal and the Proxy with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Revocation; Remedies

The Principal may revoke or amend this Authorization at any time by delivering written notice of revocation or amendment to the Proxy and to the Organization in accordance with the Organization's requirements. Any person acting in reliance on this proxy is authorized to rely on a signed revocation only when such revocation has been delivered to the Organization in the manner required by the Organization's governance documents. Remedies for breach include injunctive relief and recovery of actual damages; the prevailing party in any dispute arising out of this Agreement is entitled to reasonable attorneys' fees and costs.

Certification

By signing below, the Principal certifies under penalty of perjury that the information provided herein is true and correct to the best of the Principal's knowledge, that the Principal holds the rights to the shares/membership interests identified, and that the Principal knowingly appoints the named Proxy under the terms set forth in this Agreement.

Principal (Printed Name):

By:

Date:

Proxy Holder (Printed Name):

By:

Date:

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What the Voting & Proxy Authorization Form Is

A Voting & Proxy Authorization Form is a written statement that permits a named individual or entity to vote shares or act on behalf of a shareholder at a corporate meeting. It identifies the shareholder, the proxy holder, the meeting or voting matter, and the scope of authority granted. The form documents intent, provides a dated signature block, and—when completed correctly—creates a record that meets federal e-signature standards such as the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws where applicable.

Why a Proper Proxy Authorization Matters

A clear, complete proxy form protects shareholder rights, ensures votes count, and documents delegation of authority for corporate records and audits.

Why a Proper Proxy Authorization Matters

Who Typically Completes or Receives This Form

The form is used by individual and institutional shareholders, corporate officers, board secretaries, and transfer agents when an owner cannot attend a meeting in person.

  • Individual investors unable to attend a meeting who want to designate a proxy
  • Institutional investors delegating voting authority to an internal or external representative
  • Corporate secretaries and transfer agents who collect and record proxies for corporate minutes

Accurate completion helps ensure compliance with corporate bylaws and creates an auditable record for governance and potential regulatory review.

Step-by-Step: Complete and Submit a Proxy

Follow these sequential steps to prepare, validate, and submit a Voting & Proxy Authorization Form so the vote will be accepted and recorded.

  • 01
    Confirm Eligibility: Verify shareholder name, record date, and number of shares tied to voting rights.
  • 02
    Fill Required Fields: Complete name, account, meeting date, scope of authority, and contact information accurately.
  • 03
    Sign and Date: Sign using handwritten or legally valid electronic signature; include date in MM/DD/YYYY format.
  • 04
    Deliver to Recorder: Submit to the corporate secretary or transfer agent by the required deadline and retain a copy.

Key Elements Every Professional Proxy Form Should Include

A well-structured form reduces ambiguity and creates an auditable chain linking shareholder intent to the recorded vote.

Clear Grant

A concise authorization clause naming the proxy holder and describing permitted actions avoids disputes over the scope of authority.

Scope Specification

State whether authority covers 'all matters' at the meeting or only listed agenda items, including any conditional instructions.

Record Date

Include the record or eligibility date if required by bylaws to confirm which shares are entitled to vote at the meeting.

Revocation Clause

Explain how and when the shareholder can revoke the proxy; specify whether revocation requires written notice or can be made by subsequent attendance.

Authentication

Designate acceptable identity verification (government ID, account number, or electronic authentication) and any notary or witness requirements.

Retention Statement

Provide instruction to retain the completed proxy for corporate records and audit purposes, consistent with company retention policy.

Essential Information Required on the Form

Shareholder Name: Exact legal name
Account Identifier: Account number or CUSIP
Meeting Date: MM/DD/YYYY format
Scope: All matters or listed items
Signature: Handwritten or e-sign
Contact Info: Email or phone

Digital Signing and Distribution Options

Electronic completion and secure submission streamline collection and create an audit trail that supports ESIGN and UETA compliance.

  • Authentication: Email plus SMS or knowledge-based checks
  • Document Formats: PDF or DOCX preserves layout and signature fields
  • Integrations: Works with CRMs and document storage platforms

Choose platforms that maintain audit trails (timestamps, IP address, signer attribution) and that offer retention and export options for corporate records.

How to Configure an Online Proxy Workflow

Set up fields, authentication, and routing to match your governance needs before sending the proxy for signature.

Field Configuration
Signer Authentication Email link plus SMS code or SSO
Signature Type Hand-drawn or typed accepted
Conditional Fields Show additional instructions when 'limited authority' selected
Routing Send completed copies to secretary and shareholder

Where Completed Proxies Should Be Sent

Identify the correct recipient and delivery method so the proxy is valid and entered into corporate records in time for the meeting.

  • Corporate Secretary: Primary recipient for corporate minutes and vote tabulation
  • Transfer Agent: Use when holdings are managed through an agent
  • Board Counsel: Optional for complex or contested matters
  • Shareholder Copy: Provide signed copy to signer for their records

Risks and Consequences of an Incorrect or Missing Proxy

Invalid Proxy: Vote may be voided
Missed Vote: Shareholder rights not exercised
Bylaw Violations: Corporate procedural defects
Legal Challenge: Potential litigation exposure
Recordkeeping Risk: Audit or regulatory issues
Privacy Exposure: Sensitive data mismanagement

Common Mistakes to Avoid When Preparing a Proxy

  • Leaving the scope vague—use specific language to indicate whether authority covers all matters or specified agenda items.
  • Using inconsistent names or account numbers—mismatched identification can prevent acceptance by the transfer agent.
  • Missing the signature date or using an incorrect meeting date—both can render the proxy invalid for that session.
  • Failing to confirm submission method and deadline—electronic delivery and postal delivery have different acceptance timelines.

Key Dates and Deadlines to Watch

Track record, submission, and revocation dates closely; bylaws and state law determine precise timing for eligibility and acceptance.

Record Date Rule:

Determines shareholders entitled to vote for that meeting

Proxy Submission Deadline:

Often required before meeting start; check bylaws

Revocation Deadline:

Typically allowed up to meeting commencement or per bylaw terms

Advance Notice Requirements:

Some bylaws require 10–20 days for agenda changes or nominations

SEC Filings (Public):

Public companies may have proxy disclosure obligations under SEC rules

eSignature Vendor Comparison for Proxy Workflows

Compare baseline pricing and core features that affect high-volume proxy distribution and secure signature capture; signNow is listed first for comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

How a Proxy Form Differs from Similar Documents

Compare purpose, scope, and typical authentication needs to choose the correct document for delegating votes or authority.

Document Type Proxy Form Power of Attorney Absentee Ballot
Purpose designate vote broad legal authority cast vote remotely
Scope limited to meeting matters broad legal acts specific ballot items
Revocability usually revocable may be durable generally final
Typical Use corporate meetings legal/financial decisions election or shareholder ballots

Who Signs and Who Receives the Form

Shareholder

An individual or institutional account holder who owns the shares and signs the proxy to delegate voting authority. The shareholder must provide identifying information and evidence of holdings when requested.

Corporate Secretary

Company officer who receives and records proxies, checks eligibility, and preserves proxies as part of the corporate record. The secretary enforces bylaw deadlines and documents votes in meeting minutes.

Authentication, Notarization, and Witness Steps (If Required)

Follow these steps when notarization or witnesses are part of bylaws or jurisdictional requirements to ensure a valid proxy.

01

Prepare Document

Complete all required fields before presenting for notarization or witness signing.

02

Verify Identity

Signer presents government ID or account verification requested by the organization.

03

Sign in Presence

If witness required, sign while witness observes and signs immediately after.

04

Notary Acknowledgement

If required, obtain a notary stamp and signature on the acknowledgment section.

05

Record Audio/Video

States permitting RON require A/V recording and retention for the notary journal.

06

Submit to Recorder

Deliver the notarized or witnessed proxy to the corporate secretary per bylaws.

07

Confirm Receipt

Request written confirmation or a return copy to ensure acceptance.

08

Retain Copies

Store executed proxies according to retention policy and legal requirements.

Practical Tips for Accurate and Efficient Proxy Completion

Adopt consistent processes to reduce rejected proxies and speed vote tabulation.

Use Standard Templates
Employ a single approved form with clearly labeled fields and instructions; this reduces interpretation disputes and speeds acceptance by transfer agents.
Validate Identity Early
Match shareholder name, account number, and record date before sending; resolve mismatches before signature to avoid rework.
Prefer Electronic Workflows
Use an eSignature platform that captures audit trails, timestamps, and signer attribution to meet ESIGN/UETA standards and simplify recordkeeping.
Keep an Audit Copy
Store signed copies plus the platform audit log for the document lifecycle to support internal audits or regulatory inquiries.

Frequently Asked Questions and Troubleshooting

Answers to common questions about electronic signatures, revocation, authentication, and submission for Voting & Proxy Authorization Forms.


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