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This Appointment of Proxy document is for use when a member of a company (also known as a shareholder) wants to appoint somebody else to attend a meeting on their behalf. The person attending the meeting on their behalf is called the "proxy".
If a member wants to vote at a company meeting, but is unable to attend the meeting themselves, then they may authorise another person to be their proxy and to vote for them at the meeting. They might authorise the proxy to vote an any matters that come up during the meeting, or might identify the specific matters that the proxy can vote on. They might even specify how the proxy should vote on each matter (for example, whether they should vote for or against it).
This document is intended for use when the company members are having a meeting. If a resolution is being passed without a meeting, use a Members' Resolution (for Private Company) document instead.
How to use this document
Use this document in advance of a members' meeting of the company, in order to appoint a proxy. It may be sent out to members together with a Notice to Call Members' Meeting.
Before completing the document, check the applicable rules set out in the Corporations Act 2001 (Commonwealth) as well as the company constitution. In some cases, the company constitution can set additional rules regarding appointing proxies.
Make sure to complete all relevant information in this document including:
Once the document has been completed, the member who is appointing the proxy may sign it and return it to the company. Under section 250B of the Act, the document should be returned to the company at least 48 hours before the meeting, unless the company constitution specifies a different time frame.
The proxy may bring identification documents with them to the meeting (such as a passport or driver licence) in order to prove that they are actually the person who has been named as a proxy.
After the meeting, a Minutes of Members' Meeting document may be used, to record what has happened.
The Corporations Act 2001 (Commonwealth) applies to many company matters, including members' meetings and proxy voting. Section 249X says that company members are entitled to appoint a proxy to vote for them at a meeting. Section 250A describes how to prepare a valid document appointing a proxy, including what information needs to be included, and how to sign it. Section 250B specifies when documents should be received by the company. Section 250C says that a proxy who is not entitled to vote on a resolution as a member may vote as a proxy for another member who can vote if their appointment specifies the way they are to vote on the resolution and they vote that way.
If there are any concerns, seek legal advice.
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