A proxy is a person a member appoints to attend a meeting and vote on their behalf. Whether members can appoint one depends on the type of organisation. Companies and building societies have a right set out in law, while co-ops, credit unions and charities usually depend on their own rules or governing document.

What a proxy is

The member who appoints a proxy stays the voter. The proxy simply casts the vote at the meeting. Members usually appoint a proxy on a form or online before the meeting, and can tell the proxy how to vote on each resolution.

A proxy is different from a postal or advance online vote, where the member votes directly without anyone attending for them. Some organisations offer both, and some only one.

Where the right comes from

Companies

Section 324 of the Companies Act 2006 says a member “is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the company”. This covers companies limited by guarantee, including many charities, as well as companies with shares. In a company with share capital, a member can appoint more than one proxy, as long as each one covers different shares.

Other sections of the Act matter too:

  • Section 324A: “A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed.”
  • Section 325: every notice calling a meeting must tell members, with reasonable prominence, about their right to appoint a proxy.
  • Section 285: on a show of hands, every proxy present who has been properly appointed has one vote.

Building societies

The right comes from paragraph 24 of Schedule 2 to the Building Societies Act 1986. A member entitled to attend and vote may appoint another person, “whether a member of the society or not”, as their proxy. The member may also direct the proxy how to vote.

Paragraph 24 also says:

  • a proxy can vote on a poll, but not otherwise unless the society’s rules allow it;
  • every notice of a meeting must state, with reasonable prominence, that members may appoint a proxy, that the proxy need not be a member, and that the member may direct the proxy how to vote;
  • every proxy form the society sends out must let the member direct how the proxy votes.

Paragraph 25(2) adds that appointing a proxy also gives the proxy authority to demand, or join in demanding, a poll.

You can see this in practice in Coventry Building Society’s 2026 notice of AGM. It tells members they “may appoint the Chair of the Meeting or anyone else” as proxy, that the proxy can vote “but only on a poll”, and that the proxy may not speak except to demand or join in demanding a poll.

Co-operatives and community benefit societies

Section 14 of the Co-operative and Community Benefit Societies Act 2014 requires a society’s rules to cover “the method of holding meetings, the scale and right of voting”. The section does not mention proxies. Whether members of a co-op can appoint a proxy therefore depends on the society’s registered rules.

Credit unions

Credit unions also depend on their rules, and these vary. Some published examples:

  • Hoot Credit Union’s rules, based on the ABCUL Model Rules 2012, say at rule 90: “A Member of the Credit Union may not vote by proxy at a general meeting of the Credit Union.” Postal voting may be used for elections at the board’s discretion.
  • Abbey Credit Union’s standard rules for Northern Ireland say at rule 75 that a member “may not vote by proxy at a general meeting”.
  • Kernow Credit Union’s rules, a 2012 model rulebook, take a different approach. Rule 41.1 lets the board authorise proxy voting for the AGM, but not for rule amendments.

If you run a credit union, check your own registered rules before offering proxies.

Charities

For a charitable company, the Companies Act rules above apply. For a charitable incorporated organisation (CIO), proxies are only available if the constitution provides for them. The Charity Commission’s association model constitution explains that the CIO General Regulations require the constitution to set out how a member appoints a proxy, the proxy’s rights, and how the appointment ends. It offers optional wording in an appendix.

For unincorporated charities, check the governing document. If it says nothing about proxies, take advice before offering them.

Chair proxies and named proxies

Members can usually appoint either:

  • the chair of the meeting, which is the simplest option for most members; or
  • a named person, such as a friend, family member or another member, who must then attend the meeting.

If a named proxy does not turn up, the vote is not cast. Decide what happens if a member leaves the name blank, and make sure your rules and your form say the same thing.

Directed and discretionary proxies

A directed proxy is told how to vote: for, against or, where the form allows, withheld. A discretionary proxy is left to decide.

For companies, section 324A means a proxy must follow any instructions given. The model articles for private companies say a proxy notice may specify how the proxy is to vote. Unless the notice says otherwise, it gives the proxy discretion on any ancillary or procedural resolutions, and covers any adjournment of the meeting. The CIO model constitution uses almost the same wording.

For building societies, members always have the option to direct, because paragraph 24(4A) requires every proxy form the society sends to include it.

Deadlines

The law limits how early you can require proxy appointments. It does not set a single deadline for everyone.

Organisation Earliest deadline your rules can set Source
Company 48 hours before the meeting or adjourned meeting, ignoring any part of a day that is not a working day Companies Act 2006, s.327
Company, poll taken more than 48 hours after it was demanded 24 hours before the poll is taken Companies Act 2006, s.327
Building society 7 days before the meeting or adjourned meeting Building Societies Act 1986, Sch. 2, para. 24(6)
Co-op, credit union, CIO or unincorporated charity Set by your rules or governing document Your rules

Any provision in a company’s articles that requires proxies earlier than the s.327 limit is void. The same applies to a building society’s rules under paragraph 24(6). As an example of a rule-based deadline, Kernow Credit Union’s rule 41.3 asks for proxy voting papers at least three days before the meeting.

Digital proxy appointment

Companies and building societies can both accept proxy appointments electronically. Coventry Building Society’s 2026 notice, for example, let members use the paper form or go online to appoint a proxy.

  • Companies: under section 333, if a company gives an electronic address in a proxy form or an invitation to appoint a proxy, it is deemed to agree that proxy documents can be sent to that address. This includes the appointment itself and any notice ending it.
  • Building societies: paragraph 24 lets a society send proxy forms electronically, or publish them on a website if the member has agreed. A society that publishes the form online may also provide a way to complete and return it electronically.

A good online appointment process lets the member choose the chair or a named person, and gives a for, against or withheld choice on each resolution. It should confirm receipt, enforce your deadline and keep an audit record. Our AGM supports digital proxy appointment alongside advance and live voting.

Checklist

  • Find where your proxy rights come from: the Companies Act, the Building Societies Act, or your rules or governing document.
  • If you are a co-op, credit union or charity, confirm your rules allow proxies before you offer them.
  • Put the required proxy statement in your notice of meeting.
  • Make sure the form lets members choose the chair or a named person.
  • Give members a for, against or withheld option on every resolution.
  • Say what happens if no proxy is named, or if no instruction is given.
  • Set a deadline no earlier than the law allows: 48 hours (not counting non-working days) for companies, 7 days for building societies.
  • If you accept online appointments, state the electronic address or web link in the notice and proxy form.
  • Record every appointment, change and revocation with a time stamp.
  • Tell the chair, before the meeting, how many proxy votes they hold and the instructions on each.

Sources

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