Which form is required to create a voting proxy under NY law?

Which form is required to create a voting proxy under NY law?

• A. Filed with the state
• B. Public notice
• C. Oral agreement
• D. Written instrument signed by shareholder and delivered to secretary

Answer: (D)

A voting proxy in New York is created when a shareholder signs a written instrument authorizing someone to vote their shares and delivers that instrument to the corporation’s secretary. The essential point is that the authorization must be in writing, signed by the shareholder, and delivered to the secretary for it to be effective. An oral agreement cannot serve as a proxy, and proxies are not formed by filing with the state or by public notice. Delivering the signed document to the secretary provides a clear, official record of who is authorized to vote and on what basis, which is why this option is the correct mechanism.

A voting proxy in New York is created when a shareholder signs a written instrument authorizing someone to vote their shares and delivers that instrument to the corporation’s secretary. The essential point is that the authorization must be in writing, signed by the shareholder, and delivered to the secretary for it to be effective. An oral agreement cannot serve as a proxy, and proxies are not formed by filing with the state or by public notice. Delivering the signed document to the secretary provides a clear, official record of who is authorized to vote and on what basis, which is why this option is the correct mechanism.