1906-1908 Ind. Op. Att'y Gen. p. 186

4. The tendency of legislation has been toward enlarging the scope of the powers of the state board, rather than diminish- ing it. Hence, I am of the opinion that the act of 1907 was not in- tended to be a departure from this legislative policy. PROXY-STOCKHOLDER BOUND BY VOTE OF PROXY, ETC. May 4, 1907. Hon. John C. Billheimer, Auditor of State, Indianapolis, Indiana: Dear Sir-In answer to your inquiry as to whether or not a stockholder of a corporation, after receiving thirty days' notice of the business to be transacted at a particular meeting, would be bound by the vote of his proxy at such meeting with refekence to such business, under authority given in these worals: "I do hereby constitute and appoint (naming person) or the majority of them or their survivor's, my sole, true and lawful attorneys, agents and proxies for me and in my name, place and stead, to vote the number of votes that I would be entitled to cast if personally present, at the next and also at each and every general, annual or special meeting of the (naming corporation) of Indiana, or the members thereof, whether said meeting be for the election of directors or for any other purpose whatsoever, then and there to vote for me and in my behalf upon any matters that may arise in the same manner as I should do were I there personally present. and I hereby revoke any and all other proxies heretofore given. This power of attorney and proxy shall continue valid and effectual and in full force and effect as long as I shall be entitled to a vote in said company, and until at least thirty days' notice in writing expressly revoking or sus- pending same shall have been delivered to the secretary of said company; I hereby ratify and confirm whatever my proxy shall do at such meetings. This proxy shall not be operative at any meeting of the company at which the undersigned is present in person. Dated, etc." I beg to advise that such stockholder, if not present at such meeting, would, without doubt, be bound by such vote, and such proxy would be entitled to vote at such meeting. In the absence of a statute prohibiting stockholders of a cor- poration from voting by proxy, it is held that stockholders may by the by-laws of such corporation be authorized to vote by proxy. (See section 701, vol. 2, Purdy's Beach on Private Corporations). I am advised in connection with your inquiry that the par- ticular corporation to which you refer, in its by-laws authorized its members to vote by proxy. (See page 24 of the Minute Book of said corporation, section 2 of article 7 of the by-laws authoriz- ing vote by proxy). It will be observed that the form of proxy which you submit is very comprehensive in its scope, and covers every class of meeting and every class of business that may come before such meeting, and it is universally held that under such authority a proxy has the right to vote at all meetings and upon all questions until such proxy is revoked. On page 1021, "vol. 2, of Purdy's Beach on Private Corpora- tions I find this language: "The proxy may be special to vote at a particular meet- ing, or general to vote at any or all stockholders' meetings, if only the former, the agent may vote only upon the ordin- ary corporate business, but not to vote for any radical change, or upon any unusual question." From the language quoted it is to be inferred that where the power is general in its scope, that there would be no such limi- tation. In the case of the Columbia National Bank of Tacoma et al. v. Matthews, 85 Fed. 934, see page 941 for reasoning where a proxy voted on a question for increasing the stock of the cor- poration, and the authority of such proxy was afterwards ques- tioned, Judge Halley, district judge, in passing upon the ques- tion, used this language: "It is enough to say that the power of attorney or proxy so given by him was never revoked. The power given was general in its character; not limited as to time or to any specific acts. His proxy was authorized 'to vote at any and all stockholders' meetings a * * until this power is revoked, on all shares of stock * * * on which I shall have the right to vote, and in the same man- ner as I should do were I there personally present.' Any vote which Bean thereafter cast was, to all intents and pur- poses, the vote of Matthews. Any irregularity in #he pro- ceedings, or calls of the meetings, if there were any which could have been waived by Matthews if personally pres- ent, could be waived by his proxy, and such waiver was binding upon him." In view of the fact that thirty days' notice was given of the business to be transacted, I think there could be no question of the right and power of the proxy to vote under so comprehen- sive a power as that given in the proxy or power of attorney. INSURANCE-DEPOSIT OF FIRST 50 PER CENT. OF CAPI- TAL STOCK IN PRIVATE BANK, ETC. May 16, 1907. Hon. John C. Billheimer, Auditor of State, Indianapolis, Indiana: Dear Sir-In answer to your inquiry as to whether in my opinion section 48 94p Burns' Annotated In'diana Statutes, Re- vision 1901, prohibiting a loan to any stockholder or officer of the first fifty per cent. of the capital stock paid in of a life insurance company to be invested as therein provided, forbids a deposit of any part of said fifty per cent. in a private bank owned solely by a person who is a stockholder in such life insurance company, whether the deposit is made an ordinary account subject to check, or is made under a certificate of deposit bearing interest, I beg to advise that in my opinion said statute does forbid such deposit. It is well settled that the relation of debtor and creditor exists between a bank and a depositor in case of such deposits, and such deposits could amount to no more than a loan to such stockholder, and in my opinion comes clearly within the letter and spirit of the prohibition contained in the section of the statute referred to. SCHOOLS-RECOVERY OF INTEREST ON COUNTY FUNDS LOANED TO CITY SCHOOL BOARD NOT ACCOUNTED FOR BY TREASURERS. May 16, 1907. Hon. Fassett A. Cotton, Superintendent of Public Instruction, Indianapolis, Indiana: Dear Sir-I have your favor of the 14th inst., wherein you state that according to a recent report of the city comptroller of Evansville, the county treasurers of Vanderburgh county have