The earlier forms of corporations in England seem to have been political units and the normal mode of conferring corporate rights was by an issue of a charter from the crown, whereby a body of individuals was designated a corporation with the sovereign power to exercise appropriate privileges. Since the charter was issued by the crown, the corporation was considered a part of the government and each member of the corporation was entitled to one vote if given by him in person. As one writer has so well stated, this "was the result of a political philosophy which assumed that every man had an equal interest in good government and that the highest governmental wisdom, in the form of the decision of the majority, would result from the clash of these interests." The conclusion seems inescapable that the root of the common-law rule in respect of voting stems in the legal principles which developed when political corporations were the prevailing type, and it seems only natural that the standards which had been formulated for these early corporations should be carried over to business corporations with the result that voting by proxy was not permitted.
Leonard H. Axe,
Mich. L. Rev.
Available at: https://repository.law.umich.edu/mlr/vol41/iss1/3