Proxy of Elected Officials

 

C. Proxy: Analogy of Proxy in Corporation to Proxy in Legislature

1. Understanding Proxy

a) General Proxy and Specific Proxy

b) If Proxy person Votes Differently than Specifically Directed

2. Proxy of Elected Representatives

a) General Proxy and Specific Proxy for Elected Representatives

b) If Proxy person (Elected Representative) Votes Differently than Specifically Directed:


Proxy:
Analogy of Proxy in Corporation to Proxy in Legislature

Overview

Another analogy we can use is the Proxy relationship of the shareholder in a corporation as compared to the Proxy relationship of the citizen to the government.

 

Shareholders and Citizens - Basic Rights

• Shareholders in a corporation are Owners of the business. This is much like Citizens being Owners of the government.

• Shareholders do not manage directly, rather, they elect people to manage the business on their behalf. This is much the same as Citizens electing Representatives to manage the government on behalf of the people.

• Shareholders have the Right to Vote regarding business activities. Similarly, citizens have the right to Vote regarding government activities.

 

Proxy - Main Points

• Because Shareholders have a Right to Vote, they must be given notice of when and where meetings are to take place. Similarly, citizens should be told when and where all voting on issues is to take place.

• If a shareholder cannot make it to the meeting, then he can arrange a Proxy, where he designates another person to vote on his behalf.

Similarly, citizens elect Representatives, who vote on specific bills, on behalf of the citizens of that area. This is necessary because it is not feasible for the citizens to travel to places like the state capitol or Washington D.C.

There are two types of Proxy:

1. General Proxy
2. Specific Proxy

• For General Proxy: The shareholder does not necessarily state how he wants the votes to be cast. Essentially, the shareholder says: "You decide what is the best way to vote, for each issue, when you get there."

• For Specific Proxy: The shareholder tells the proxy person specifically how to vote on each issue.

Note that if the Shareholder specifically tells the Proxy person how to vote, then the Proxy person MUST vote in that way!!

 

If Proxy person Votes Differently than Specifically Directed:

• If the Proxy person (in the corporation sense) does not vote the way he was specifically told to vote, then you have two options:

1. File a complaint with the Securities Exchange Commission

2. File a Complaint with the Secretary of State.

The government can take actions against this proxy person, or even the corporation, if the proxy person voted differently than directed.

 

Proxy for Citizens and Representatives

• Citizens and their Representatives also have this Proxy relationship.

 

Citizens and General Proxy:

When the Citizens give General Proxy, they are electing a specific person to vote on issues on their behalf. They are essentially saying: "Vote the way you think is best on each proposed legislation."

However, the proxy still has a basic fiduciary duty to those who elected him. Specifically, the proxy has the duty to vote as he thinks is best for the people who elected him.

Due to the logistics of studying the details of each bill, many votes by the elected representatives are of a "General Proxy" type.

 

• Citizens and Specific Proxy

When the Citizens give Specific Proxy, the Citizens tell the Representative specifically how to vote on each issue.

• This can be specifically how to vote on an Issue.

• This can be specifically how to vote on a particular bill.

Note that if the Representative is told specifically how to vote, whether on an issue or on a specific bill, then the Representative must vote that way!

 

If Proxy person Votes Differently than Specifically Directed:

• For a shareholder and corporation: As state above, if the Proxy person (in the corporation sense) does not vote the way he was specifically told to vote, then you have two options:

1. File a complaint with the Securities Exchange Commission

2. File a Complaint with the Secretary of State.

The government can take actions against this proxy person, or even the corporation, if the proxy person voted differently than directed.

 

• For the citizens and their representative: Similar to the corporation sense of proxy, if the Proxy person in the elected Representative sense does not vote the way he was specifically told to vote, then you have a similar option:

1. File a Complaint with the Secretary of State (of the state in which the Representative was elected).

The Secretary of State is indeed the government agency in charge of all voting, including voter registration lists, and official tallies of votes in elections, for that state. Therefore it makes sense that you would file a complaint with the Secretary of State against your representative for failing in his proxy obligations.

• Again, in this case, the government can take actions against this proxy person (here the Representative), if the proxy person voted differently than directed. The Secretary of State can take legal action against the representative for not fulfilling his legal obligation of specific proxy.

 

 

Mark Fennell

6/20/07