2013 Mississippi Code
Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 1 - GENERAL PROVISIONS RELATIVE TO CORPORATIONS
§ 79-1-5 - Execution of proxies by fiduciary without order or direction of court

Without obtaining the order or direction of any court or the judge thereof, in vacation, any fiduciary, including those acting as executor, administrator, guardian, agent or trustee, owning corporate stock registered in the name of the fiduciary, as such, or in the name of another for the convenience of the fiduciary, or in the names of more than one fiduciary, whether the corporation issuing such stock is foreign or domestic, may, in addition to the voting rights now vested in such fiduciary, execute and deliver, or cause to be executed and delivered, a proxy or proxies to others for the voting of such corporate stock, and may waive notice of and give consent to any meeting of stockholders of any corporation, regular or special, or a meeting of property owners, or cause such to be done, and may authorize in writing any action which could be taken by stockholders in meeting assembled, where such consent is authorized by statute, charter or certificate of incorporation, or bylaws, or cause such written consent to be given, but subject always to the following limitations:

(a) In granting any proxy, reasonable care must be exercised in deciding who shall act as proxy and whether or not instructions as to the voting of said stock shall be given to such proxy.

(b) If there are two or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them.

(c) In the event the manner or method of voting, or the purposes to be accomplished, are fixed by the instrument or instruments appointing said fiduciaries, the directions contained therein shall govern.