[EM] Trees by Proxy

Abd ul-Rahman Lomax abd at lomaxdesign.com
Tue Mar 27 08:32:01 PDT 2007

At 01:10 AM 3/27/2007, Dave Ketchum wrote:
>>What Ketchum is doing is to elect a legislature by proxy, and 
>>apparently to maintain the variable voting power of proxies, but he 
>>would retain terms of office. Thus he loses a key aspect of proxy 
>>democracy, which is continuous representation.
>I have said NOTHING about terms of office.

Sorry. He referred to a specific time before the effectiveness of a 
revocation of proxy. That establishes a minimum term of office.

>   A proxy giver can change the proxy AT ANY TIME.

No, he can't, not with what Ketchum proposed. Rather, the proxy 
giver, under his proposal, can initiate a process of removal, with a 
minimum time that it takes. That is *not* "changing the proxy at any 
time." It is changing the proxy upon provision of notice and after 
the expiration of the notice. The *notice* can be provided at any 
time. The proxy giver is *unable*, with Ketchum's proposal to "change 
the proxy at any time." He has confused changing the proxy with 
giving notice to change a proxy.

If the giver can change the proxy at any time, clearly there must be 
some process of notice, so the "any time" refers to the giving of the 
notice. When the notice has been provided to affected parties, the 
change is immediately effective. *That* is "any time." And this is 
standard contract language, I'm not making this up as I go.

Here is what Ketchum wrote originally:

>Borrow proxies fresh from corporate stockholder usage.  Their
>effectiveness starts at midnight 10 days after filing; ends 10 days after
>a replacement is filed or signer dies.

What this means is that if an important vote is coming up, and the 
principal comes to think that his or her proxy is going to vote in a 
displeasing way, first of all, the principal must anticipate this by 
10 days before the vote. That may be impossible. What Ketchum has 
done is establish a term of office of 10 days. That may be better 
than two years! But once you have proxy democracy, there is no need 
for *any* term of office. Quite simply, Ketchum has not established, 
in any clear way, a need. And restricting the freedom of voters 
without necessity is a formula for loss of democracy.

This part is *not* from "corporate stockholder usage. Here, now, are 
actual rules for a corporate proxy for Goodrich, with an annual 
meeting April 24:

>All shareholders of record of our Common Stock at the close of 
>business on March 5, 2007 are entitled to notice of and to vote at 
>the Annual Meeting. There were 125,137,114 shares outstanding and 
>entitled to vote on such date, and each share is entitled to one 
>vote. There are no cumulative voting rights.
>Most shareholders have a choice of voting by proxy over the 
>Internet, by using a toll-free telephone number or by completing a 
>proxy card and mailing it in the postage-paid envelope provided. 
>Please refer to your proxy card or the information forwarded by your 
>bank, broker or other holder of record to see which options are 
>available to you. Please be aware that if you vote over the 
>Internet, you may incur costs such as telephone and Internet access 
>charges for which you will be responsible. The Internet and 
>telephone voting facilities for shareholders of record will close at 
>11:59 p.m. Eastern Time on April 23, 2007.
>When you vote by proxy, your shares will be voted according to your 
>instructions. You can revoke your proxy at any time before it is 
>exercised by written notice to our Secretary, timely delivery of a 
>properly executed, later-dated proxy (including an Internet or 
>telephone vote) or voting by ballot at the Annual Meeting. If your 
>shares are held in the name of a bank, broker or other holder of 
>record, you must obtain a proxy, executed in your favor, from the 
>holder of record to be able to vote at the Annual Meeting.

*This* is revocation "at any time." A corporation with 125 million 
shares outstanding finds it practical to allow changes of proxy 
assignment, and reassignments, up until the day before the meeting. 
Actually midnight of that day, so it is less than 24 hours. While 
direct voting is not technically allowed, directed proxy voting is, 
which amounts to the same thing. If you vote by ballot at the annual 
meeting, i.e., you show up, your proxy is automatically revoked.

>   I specify a delay between filing the change and it's taking 
> effect because I see the legislature needing to know the effects 
> coming up in time to make adjustments - including such as new 
> legislators preparing to be legislators before the day they start doing.

What adjustments? What "preparation?" Proxy assignments affect the 
*votes* of legislators, not how they prepare to vote. Yes, we have 
proposed that floor rights depend on the number of proxies held, but 
this is an all-or-nothing assignment, and is presumably based on 
status at a certain point in time. Changing the *number* of votes 
held by a legislator with floor rights need not have any immediate 
effect on those rights.

In the corporate case, every shareholder, by default, has floor 
rights. Corporations have come to restrict this as the number of 
shareholders has expanded drastically, I think.

Ketchum has proposed a rule delaying proxy revocations, a serious 
matter, made necessary by another apparent, foolish, rule: it seems 
that he would alter floor rights simultaneously with any changes in 
proxies held. So a legislator could lose their right to participate 
in process in 10 days, at any time. This both harms the voter and 
harms the legislator? It's an example of a "compromise" that harms 
both parties.

It can be much simpler. A legislator gains access to floor rights 
according to the rules of the assembly, which *may* consider number 
of proxies held -- it's an obvious measure -- but which may provide 
for latency. It could even provide a long "term." But the term is of 
one having the right to participate in deliberation, not to cast 
votes on behalf of persons who no longer support that legislator. 
There are *two* quite separable functions, it is binding them 
together, which is artificial, that creates the problem.

This is quite separate from my proposals to allow direct voting. 
Direct voting is a means whereby a voter can, measure-by-measure, 
overrule his proxy without revoking the proxy. The desirability of 
this is so obvious that I'm not even going to argue it any more....

>A problem I have not mentioned - I am not sure the recording of 
>proxies can be both effective and secret - and feel secrecy is not essential.

A clear answer to this problem is Asset Voting, with delegable proxy 
beyond the initial secret ballot stage. What one does is to assign 
proxy votes using the Asset rules -- which allow voters to select a 
single proxy or to spread the vote around to a virtual committee -- 
and then those holding the votes become public electors, and they can 
pass these votes on, or exercise them directly. Simple.

The elector's actions are public record. Don't want to vote in 
public, don't be an elector. Just vote for one, secretly.

I'm grateful to Mr. Ketchum for occasioning this exchange, because 
certain issues in delegable proxy democracy have thereby become more 
clear for me. In particular, realizing that the rules for 
deliberative participation properly come from the assembly itself, 
rather than from automatic connection with proxy assignments, has 
been a big step. I can give my proxy *voting* power, but I can't 
*force* the assembly to listen to him or her, and neither can I force 
the assembly *not* to listen to him or her by revoking my proxy. 
Because of this, there is no longer any reason whatever to limit my 
ability to change my proxy at any time. At *any* time, with only the 
minimal delay made necessary by process considerations. It could be 
much less than one day before a vote, it could be a matter of 
seconds, depends on how the votes are expanded.

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