VALIDITY OF PROXIES

Evening Post, Volume CXX, Issue 140, 10 December 1935, Page 13

VALIDITY OF PROXIES

N.I.M.U. INSURANCE COMPANY

DIRECTORS' INQUIRY

The following report of an extraordinary general meeting of members of the North Island Motor Union Insurance Company held last night has been supplied:—

'At the adjourned annual general ! meeting of the N.I.M.U. Insurance Company held On September 27, 1935, some members questioned the validity of the proxies received from New Plymouth on the grounds that Mr. Donne, one of the candidates for. election to the directorate, had not written authority to fill in the names of the persons intended to wield the proxies. A resolution was carried instructing the directors to carry out an investigation into the circumstances under which proxies from New Plymouth were obtained and completed, and to place all the facts, together with a legal opinion as to the [validity or otherwise of the proxies in question, before an extraordinary general meeting of members. After the adjourned general meeting a further objection was lodged with the company, this being to the effect that the proxies in question were not in order owing to the fact that the names of the persons giving the proxies were unknown to the persons who exercised j them at the meeting. "The extraordinary meeting of members was held last evening. Mr. B. L. Donne, chairman of directors, presided. Statements from officials and employees of the Automobile Association (Taranaki) Inc., and from a representative selection of those members in the Taranaki district who had given proxies, were read to the meeting, together with the case for opinion prepared .by Messrs. Mazengarb, Hay, and Macalister, and the written opinion of Mr. H. F. O'Leary, X.C:

"In this opinion Mr. O'Leary stated that it was clear that the Automobile Association (Taranaki) Inc. desired to further the candidatures of Dr. Porritt and Mr. Donne, and procured proxies in support of these gentlemen. In effect, what had happened was that the member gave the form, duly signed, to the association, leaving it to the association to hand it on to the person who would carry out. the member's desire. The association handed the form to Mr. Donne, who, in the opinion, of Mr. O'Leary, had implied authority to put it in order. An implied authority, if it exists, is just as effective as an express one. As to the second objection Mr. O'Leary, .could see no substance, in.this. Once the proxy was in order, the appointed member had power to vote. That he did not know who conferred that power on him did not matter; he could ascertain this if he so desired, for the proxy form in proper order was in the hands of the secretary. He must know that he had a principal, but his ignorance of the identity of that principal in no way invalidated the vote recorded. In Mr. O'Leapy's opinion, neither of the objections taken to the proxy votes could be sustained. The report of the directors was received without dissent."