Companies Act 2014 section 1205

Proxies

Section 1205 applies the general proxy rules to companies limited by guarantee (CLGs), with modifications to reflect the fact that CLG members do not hold transferable shares.

• Members of a CLG may appoint a proxy to attend and vote at general meetings on their behalf, unless the company's constitution provides otherwise.
• This reverses the previous default position under the Companies Act 1963, where guarantee members had no automatic right to appoint a proxy unless the articles specifically allowed it.
• References to the transfer of shares in connection with proxy appointments are removed, since CLG members hold a guarantee rather than shares.
• The circumstances in which a proxy appointment is revoked are simplified to cover death or revocation only, removing references to insanity or share transfers.

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