Hello, and thank you for visiting us.
As you may know, the tiny state of Delaware is the legal and
registered home of many thousands of corporations, in part because
corporation law is so well developed there. As a general rule, other
states will look at Delaware for persuasive authority as courts in
those other states attempt to interpret their own law and case facts.
Section 212 of the General Corporation Law of the State of Delaware
addresses this issue:
Delaware suggests that the remote shareholder appoint a proxy to act
in his/her stead at the meeting.
A stockholder may authorize another person or persons to act for such
stockholder as proxy and the following shall constitute a valid means
by which a stockholder may grant such authority:
(1) A stockholder may personally sign a letter of authority creating
the proxy and designating the holder of the proxy, and then fax the
letter to the holder or the company.
(2) A stockholder may authorize another person to act for such
stockholder as proxy by transmitting a telegram, cablegram, or OTHER
MEANS OF ELECTRONIC TRANSMISSION to person who will be the holder of
the proxy, provided . . .
that any such telegram, cablegram or OTHER MEANS OF ELECTRONIC
TRANSMISSION must either set forth or be submitted with information
from which it can be determined that the telegram, cablegram or other
electronic transmission was authorized by the stockholder.
If it is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the inspectors or, if there are no
inspectors, such other persons making that determination shall specify
the information upon which they relied.
The fax proxy is the safest, but an e-mail will suffice where it is
possible to authenticate that the e-mail originated with the
Hope this answers your question.