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Q: Annual Shareholder Meeting - Small Business ( Answered 4 out of 5 stars,   1 Comment )
Subject: Annual Shareholder Meeting - Small Business
Category: Business and Money > Small Businesses
Asked by: floydee-ga
List Price: $2.00
Posted: 20 Dec 2002 16:04 PST
Expires: 19 Jan 2003 16:04 PST
Question ID: 128008
Dear Sir/Madam,
I need to know if a small business that is incorporated can provide
one of its shareholders who lives in another country a list of
Proposals for the initial Annual Shareholders meeting via email and
have that person's answers be legal when they are returned to the
Subject: Re: Annual Shareholder Meeting - Small Business
Answered By: weisstho-ga on 21 Dec 2002 14:03 PST
Rated:4 out of 5 stars
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.


Clarification of Answer by weisstho-ga on 21 Dec 2002 14:07 PST
Here is a form to assist you:


The undersigned appoints _________________[name ] _________________
[his or her] agent and proxy and authorizes _________________ [him or
her] to act as an agent and proxy with respect to all securities of
_________________ [name of corporation ] standing in the name of the
undersigned on the books of that corporation. The agent and proxy
named above is authorized to act on behalf of the undersigned as to
all matters that come before the shareholders of _________________
[name of corporation ] for action, whether at a meeting of the
shareholders or by written consent of shareholders in lieu of a
meeting, in the same manner and with the same effect as if the
undersigned were personally acting.

This proxy and the authority represented by this proxy may be revoked
at any time by the undersigned and unless revoked shall terminate on
_________________[specify date ].

Dated: _________________. 

_________________ [signature of shareholder ] 
[typed name ]
floydee-ga rated this answer:4 out of 5 stars

Subject: Re: Annual Shareholder Meeting - Small Business
From: ericynot-ga on 20 Dec 2002 17:06 PST
It appears that it has been approved in Ohio, but I can't find any
mention of it with regard to other states. I suggest contacting the
Secretary of State (or Department of Commerce) in the state of
incorporation for advice (if you aren't in Ohio).


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