When May Shares Be Voted Without a Proxy or Without Transfer into the Holder's Name?
Wednesday, September 20, 2023
California Corporation Voting Requirements

In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law.  As with most generalizations, however, there are exceptions.  For example, Section 702(a) of the California Corporations Code provides that, subject to Section 703(c), shares held by an administrator, executor, guardian, conservator or custodian may be voted by the holder without transfer of those shares into the holder's name.  A different rule obtains, however, in the case of a trustee.   A trustee is not entitled to vote shares without transfer of those shares into the trustee's name.  

Shares held by or under the control of a receiver may be voted without transfer into the receiver's name if authority to do so is contained in the court's order appointing the receiver.  Cal. Corp. Code § 702(b).  

Finally, it should be remembered that in a proceeding under Section 709 to determine the validity of an election, the Superior Court is expressly authorized to to determine the "rights of persons to vote".  


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