Bamford v. Bamford, Inc.

D onna BamforD anD D onna BamforD as special
aDministrator of the estate of James W. BamforD,
DeceaseD, appellee anD cross -appellant, v.
BamforD, inc., a neBraska corporation,
appellee , anD Jeffrey l. orr , trustee ,
et al ., appellants anD cross -appellees.
777 N.W.2d 573
Filed January 22, 2010. 	No. S-09-060.
1. Summary Judgment. Summary judgment is proper if the pleadings and admis-
sible evidence offered at the hearing show that there is no genuine issue as to any
material facts or as to the ultimate inferences that may be drawn from those facts
and that the moving party is entitled to judgment as a matter of law.
2. Summary Judgment: Appeal and Error. In reviewing a summary judgment, the
court views the evidence in the light most favorable to the party against whom
the judgment was granted, and gives that party the benefit of all reasonable infer-
ences deducible from the evidence.
3. Statutes: Judgments: Appeal and Error. The meaning of a statute is a question
of law. When reviewing a question of law, an appellate court resolves the question
independently of the conclusion reached by the trial court.
4. Corporations. Neb. Rev. Stat. § 21-2067 (Reissue 2007) provides generally that
one or more shareholders of a corporation may create a voting trust, which con-
fers on the trustee the right to vote or otherwise act for them.
5. ____. A voting trust becomes effective when the first shares subject to the trust
are registered in the trustee’s name.
6. ____. A voting trust involves the transfer of a shareholder’s rights arising from
the shares to a trustee, who is authorized to vote the shares in the shareholder’s
place, while the legal title to the shares remains with the shareholder.
7. ____. Three criteria generally are recognized for a voting trust: (1) The voting
rights of the stock are separate from the other attributes of ownership, (2) the vot-
ing rights granted are intended to be irrevocable for a definite period of time, and
(3) the principal purpose of the grant of voting rights is to acquire voting control
of the corporation.
8. Statutes: Legislature: Public Policy. It is the function of the Legislature,
through the enactment of statutes, to declare what is the law and public policy of
this state.
9. Contracts: Public Policy. A contract which is clearly contrary to public policy
is void.
10. Corporations: Contracts: Time. In order to be valid, a voting trust agreement
must, by its terms, be limited to a period of 10 years or less, or it must be clear
from the terms and provisions of the agreement that the voting trust will termi-
nate in 10 years or less.
11. Corporations: Contracts. An appointment made irrevocable under Neb. Rev.
Stat. § 21-2060(4) (Supp. 2009) is revoked when the interest with which it is
coupled is extinguished.
bAmFoRd v. bAmFoRd, INc. 	259
cite as 279 Neb. 259
Nebraska Supreme Court Online Library
www.nebraska.gov/apps-courts-epub/
11/01/2026 04:48 AM CST

12. Corporations: Statutes. Although Neb. Rev. Stat. § 21-2060(4) (Supp. 2009)
lists several examples of “appointments coupled with an interest,” these examples
are not exhaustive and other arrangements may also be held to be “coupled with
an interest.”
13. Corporations: Words and Phrases. A power coupled with an interest is a power
or authority to do an act, accompanied by or connected with an interest in the
subject or thing itself upon which the power is to be exercised, the power and
interest being united in the same person.
14. Corporations. For a proxy to be coupled with an interest, the power to vote stock
should be beneficial to the proxyholder. Simply being compensated for being the
proxyholder is not sufficient.
15. ____. The necessary interest of the proxyholder is a proprietary incentive, or
comparable security need, to maximize the overall welfare of the corporation so
that abuse of the power is rendered highly unlikely.
Appeal from the district court for buffalo county: John p.
icenogle, Judge. Affirmed.
Shawn d. Renner, Kevin J. Schneider, Keith T. Peters, and
bren H. chambers, of cline, Williams, Wright, Johnson &
oldfather, L.L.P., for appellants.
michael L. Johnson, of Leininger, Smith, Johnson, baack,
Placzek & Allen, for appellee.
heavican, c.J., connolly, gerrarD, stephan, mccormack ,
and miller-lerman, JJ.
gerrarD, J.
NATuRe oF cASe
James W. bamford founded bamford, Inc. (corporation),
and served as its president until his death. before his death,
James executed the bamford Irrevocable Voting Trust (Trust)
which transferred all of the voting rights of his corporation
stock to the Trust and specified him as the sole voting trustee
until his death. James retained all the other incidents of stock
ownership. The Trust named successor trustees that did not
include donna bamford, James’ wife. And the Trust was to
continue as long as either James or donna was alive. In other
words, the Trust was meant to permit donna to inherit the
stock, but prevent her from voting it.
After James died, ownership of his stock was transferred to
donna, and donna filed this action against the corporation,
260 	279 NebRASKA RePoRTS

seeking to void or revoke the Trust. There are two primary
issues on appeal: first, whether the Trust is invalid because it
could extend for more than 10 years,1 and second, whether the
Trust was effective as a grant of an irrevocable proxy.2
FAcTS
James 	founded 	the 	corporation, 	a 	heating 	and 	air-
conditioning contractor, in 1971, and served as president until
he died in 2005. donna is James’ surviving spouse and worked
for the corporation from the 1970’s until 2004, when she had
an argument with another longtime employee, Tom davolt.
charles bamford, the son of James and donna, worked as an
independent contractor for the corporation and has served as
a director since July 1996. charles, at James’ request, asked
donna not to return to work after the argument. Shortly after,
donna’s employment was terminated.
In August 2004, James told Jeffrey orr, legal counsel for
James and the corporation, that James was worried about the
longevity and continued success of the corporation. James
expressed concern 	that 	if donna 	obtained control of the
corporation, she would fire key people because she felt she
had been mistreated when her job was eliminated. orr dis-
cussed options with James, including “transferring the stock,
gifting the stock to the kids,” or creating a voting trust. based
on those discussions, orr prepared the Trust, to which the vot-
ing rights for all of James’ shares in the corporation would be
transferred. James executed the Trust on october 15, 2004.
The Trust specified that James would remain the sole voting
trustee until his death. It designated davolt and orr as succes-
sor trustees, with charles and James Votaw, the corporation
accountant, to replace davolt or orr, respectively, if they were
unable to serve. The Trust provided that donna receive a sal-
ary equal to her 2004 salary plus an annual adjustment based
on the consumer Price Index. At the time the Trust was cre-
ated, James owned 798 shares of stock in the corporation and
davolt owned 25 shares. James’ shares were evidenced by
1 See Neb. Rev. Stat. § 21-2067(2) (Reissue 2007).
2 See Neb. Rev. Stat. § 21-2060(4) (Supp. 2009).
bAmFoRd v. bAmFoRd, INc. 	261
cite as 279 Neb. 259

stock certificate No. 2, on which a note was affixed stating that
the “stock certificate is subject to the rights and restrictions
granted to the bamford Irrevocable Voting Trust.”
After James’ death in June 2005, orr, as personal represent-
ative of James’ estate, issued an instrument of distribution of
personal property to donna. The document transferred all of
James’ shares of the corporation stock to donna. The county
court for buffalo county appointed donna as special adminis-
trator of James’ estate in order to maintain an action challeng-
ing the validity of the Trust.
on 	June 	16, 	2006, 	donna 	sent 	the 	trustees 	and 	the
corporation a notice of invalidity, revocation, or termination
of the Trust and demand for reissuance of her shares of the
corporation stock. on october 12, donna filed this declara-
tory judgment action on behalf of herself and as the special
administrator of James’ estate against the corporation, orr,
charles, Votaw, and davolt (collectively the Trustees). davolt’s
shares of the corporation were repurchased by the corporation
on may 11, 2007, and davolt retired on April 1, 2008. davolt
died on June 9, and this action was revived against his per-
sonal representative.
donna’s complaint sought a declaration that, among other
things, the Trust was void or, in the alternative, revocable.
both sides filed motions for summary judgment. The district
court sustained donna’s motion for summary judgment and
denied the Trustees’ motion. The court found that because the
Trust would not necessarily terminate within 10 years, it was
void and of no force or effect. In the alternative, the court
determined that to the extent the Trust was a proxy, it was
not irrevocable, such that donna as the shareholder had the
right to revoke or terminate the Trust, and had done so. The
district court also ordered the corporation to issue or reissue
stock certificates demonstrating that all outstanding shares of
the corporation stock held by James have been transferred
to donna.
ASSIgNmeNTS oF eRRoR
The Trustees assign that the district court erred in holding
that (1) the Trust is void because the trust document does not
262 	279 NebRASKA RePoRTS

expressly limit its duration to 10 years and (2) the Trust is not
effective as an irrevocable proxy.
on cross-appeal, donna assigns, restated, that the district
court erred in (1) failing to find the trust is illegal and void
because it failed to comply with the registration and notice
requirements of § 21-2067; (2) finding that James was not
the sole beneficiary of the trust and that therefore, it was not
invalid under the principle of merger; and (3) failing to hold
that a voting trust intended to take effect upon death is void
and, to the extent that the trust was a proxy, that it was revoked
by James’ death.
STANdARd oF ReVIeW
[1,2] Summary judgment is proper if the pleadings and
admissible evidence offered at the hearing show that there is
no genuine issue as to any material facts or as to the ultimate
inferences that may be drawn from those facts and that the
moving party is entitled to judgment as a matter of law. In
reviewing a summary judgment, the court views the evidence
in the light most favorable to the party against whom the judg-
ment was granted, and gives that party the benefit of all reason-
able inferences deducible from the evidence.3
[3] The meaning of a statute is a question of law.4 When
reviewing a question of law, an appellate court resolves the
question 	independently 	of 	the 	conclusion 	reached 	by 	the
trial court.5
ANALYSIS
[4,5] Section 21-2067 provides generally that one or more
shareholders of a corporation may create a voting trust, which
confers on the trustee the right to vote or otherwise act
for them.6 The voting trust becomes effective when the first
3 Conley v. Brazer, 278 Neb. 508, 772 N.W.2d 545 (2009).
4 Harvey v. Nebraska Life & Health Ins. Guar. Assn., 277 Neb. 757, 765
N.W.2d 206 (2009).
5 Curran v. Buser, 271 Neb. 332, 711 N.W.2d 562 (2006).
6 § 21-2067(1).
bAmFoRd v. bAmFoRd, INc. 	263
cite as 279 Neb. 259

shares subject to the trust are registered in the trustee’s name.7
Importantly, as will be discussed later, a voting trust “shall be
valid for not more than ten years after its effective date” unless
extended by the parties to it.8
[6] A voting trust has been described as a device whereby
persons owning stock with voting powers divorce the vot-
ing rights from the ownership, retaining the ownership to
all intents and purposes and transferring the voting rights to
trustees in whom the voting rights of all depositors in the trust
are pooled.9 Thus, a voting trust involves the transfer of a
shareholder’s rights arising from the shares to a trustee, who is
authorized to vote the shares in the shareholder’s place, while
the legal title to the shares remains with the shareholder.10
[7] Although statutes regulating voting trusts vary some-
what in their requirements for a valid voting trust, three cri-
teria generally are recognized for a voting trust: (1) The vot-
ing rights of the stock are separate from the other attributes
of ownership, (2) the voting rights granted are intended to be
irrevocable for a definite period of time, and (3) the princi-
pal purpose of the grant of voting rights is to acquire voting
control of the corporation.11 In this case, the Trust document
itself clearly separates the voting rights of the bamford stock
from the other attributes of ownership, assigning James’ voting
rights to the Trust while James retained “all other incidents of
ownership.” The Trust was also expressly irrevocable. And it
was clear that the purpose of the Trust was to acquire voting
control of the corporation, at the time of execution and after
James’ death.
In other words, the Trust was plainly a voting trust subject
to the voting trust statute. And because it was, it was subject to
the provision that unless extended, a voting trust is valid for no
7 § 21-2067(2).
8 § 21-2067(2) and (3).
9 Oceanic Exploration Co. v. Grynberg, 428 A.2d 1 (del. 1981).
10 In re Guardianship of Lombardo, 86 ohio St. 3d 600, 716 N.e.2d 189
(1999).
11 Jackson v. Jackson, 178 conn. 42, 420 A.2d 893 (1979).
264 	279 NebRASKA RePoRTS

more than 10 years after its effective date. We now turn to the
effect of that provision.
trust is voiD Because it D oes not expressly
limit its D uration to 10 years
The Trustees contend, contrary to the district court’s con-
clusion, that § 21-2067(2) limits the duration of a voting trust
to 10 years by operation of law, but does not require that the
voting trust document itself contain an express limitation of 10
years. There is no dispute that, at least potentially, the terms of
the trust would permit it to continue for a period exceeding 10
years. The question, then, is whether the effect of § 21-2067(2)
is to terminate the Trust after 10 years, barring an extension, or
whether the Trust was invalid from its inception.
In Christopher v. Richardson,12 the Pennsylvania Supreme
court addressed that question. The issue in Christopher was
the validity of a voting trust that had been entered into in con-
nection with dealings between a company and its creditors.
The trust had no defined duration, but was to remain “‘in full
force and effect until all percentage payments . . . have been
paid in full.’”13 The Pennsylvania voting trust statute in effect
at that time stated that two or more shareholders could “‘trans-
fer their shares to any corporation or person for the purpose
of vesting in the transferee or transferees all voting or other
rights pertaining to such shares for a period not exceeding
ten years.’”14
The Pennsylvania Supreme court stated that the statute was
a declaration of public policy and explained that in order to be
valid, a voting trust agreement must, by its terms, be limited
to a period of 10 years or less, or it must be clear from the
terms and provisions of the agreement that the voting trust
will terminate in 10 years or less.15 Applying that principle,
the court concluded that because the voting trust, by its terms,
12 Christopher v. Richardson, 394 Pa. 425, 147 A.2d 375 (1959).
13 Id. at 427-28, 147 A.2d at 376 (emphasis omitted).
14 Id. at 427, 147 A.2d at 376, citing 1933 Pa. Laws 364 (emphasis
supplied).
15 Christopher, supra note 12.
bAmFoRd v. bAmFoRd, INc. 	265
cite as 279 Neb. 259

could remain in effect for a period exceeding 10 years, it
was void.16
on the other hand, the Trustees rely on Lloyd v. McDiarmid,17
a 1937 case in which the ohio court of Appeals suggested that
a statutory 10-year limitation on the irrevocability of voting
trusts was read into the voting trust agreement. In that case, a
voting trust was to continue until the death of the trustor and
the sale of the stock by the successor trustees, which was to
occur “if possible” within 5 years of the trustor’s death. The
ohio court of Appeals reasoned that the statutory limitation
supplemented the agreement, finding “nothing in the language
of the agreement necessarily indicating an intention to go
beyond the statute.”18
[8,9] We find the Pennsylvania Supreme court’s reasoning
more persuasive, and more applicable to this case. It is the
function of the Legislature, through the enactment of statutes,
to declare what is the law and public policy of this state.19 And
a contract which is clearly contrary to public policy is void.20
Section 21-2067 provides that a voting trust agreement cannot,
absent an extension, extend longer than 10 years. And contrary
to the ohio court of Appeals’ reasoning in Lloyd, the Trust
document in this case clearly does indicate an intention to go
beyond the statute, as its clear intent is to ensure that donna
never exercise shareholder voting rights, regardless of how
long she survives James. To interpret the Trust to self-terminate
after 10 years would be to, in effect, reform the Trust in a man-
ner that is inconsistent with its provisions and purpose.
[10] Therefore, we conclude that in order to be valid, a vot-
ing trust agreement must, by its terms, be limited to a period of
10 years or less, or it must be clear from the terms and provi-
sions of the agreement that the voting trust will terminate in 10
16 Id.
17 Lloyd v. McDiarmid, 60 ohio App. 7, 19 N.e.2d 292 (1937).
18 Id. at 12, 19 N.e.2d at 294.
19 Wilke v. Woodhouse Ford, 278 Neb. 800, 774 N.W.2d 370 (2009).
20 See Millennium Solutions v. Davis, 258 Neb. 293, 603 N.W.2d 406
(1999).
266 	279 NebRASKA RePoRTS

years or less.21 because the Trust, by its terms, may remain in
effect for a period exceeding 10 years, it is void as against the
public policy expressed in § 21-2067(2).
trust is not effective D espite
violation of § 21-2067(2)
In a related argument, the Trustees argue that even if the
Trust is not valid as a voting trust, it was still an effective con-
veyance of James’ voting rights. In other words, the Trustees
contend that the Trust is an effective conveyance of James’
voting rights apart from § 21-2067, because, according to the
Trustees, § 21-2067 is not the exclusive means for creating a
voting trust. The Trustees suggest that where a trust is created
for purposes unrelated to those served by a voting trust statute,
the trust can be enforced even though it does not strictly com-
ply with the statute.
In support of their argument, the Trustees cite a delaware
case, Oceanic Exploration Co. v. Grynberg,22 in which the
court upheld a purchase agreement that included an assign-
ment of voting rights, despite the fact that it did not comply
with the requirements of the delaware voting trust statute.
The court observed that the voting trust statute was intended
to regulate agreements by stockholders, but was not intended
to be all inclusive in the sense that it was designed to apply
to every set of facts in which voting rights are transferred
to trustees. Rather, the court explained that a voting trust is
a stockholder-pooling arrangement with the criteria that vot-
ing rights are separated out and irrevocably assigned for a
definite period of time to voting trustees for control purposes
while other attributes of ownership are retained by the deposit-
ing stockholders.23
In Oceanic Exploration Co., the court held that the test of
whether an arrangement is a voting trust which must comply
with the statutory requirements to be valid is whether the
21 See § 21-2067(2).
22 Oceanic Exploration Co., supra note 9.
23 See id.
bAmFoRd v. bAmFoRd, INc. 	267
cite as 279 Neb. 259

arrangement is sufficiently close to the purpose of the statute
as to warrant being subject to the statute. The court noted
many aspects of the agreement that were inconsistent with the
purpose of the statute, including that the agreement at issue in
that case was an internal corporate reorganization with many
aspects besides the assignment of voting rights, which had
been substantially performed by the parties, and that the final
contract was not among the shareholders but was an agreement
between the majority shareholder group and the corporation
itself. Therefore, the court concluded that the delaware statute
did not govern the validity of the agreement.24
but the reasoning of Oceanic Exploration Co. does not
apply in this case, even if we assume, without deciding, that
§ 21-2067 may not be the exclusive means under Nebraska law
for crafting an assignment of voting rights. Here, as discussed
above, the Trust fell squarely within the traditional criteria
for a voting trust, including the purposes for which the Trust
was created. Simply put, if § 21-2067 does not apply to the
Trust in this case, it does not apply to anything. contrary to
the Trustees’ suggestion, § 21-2067 does not create a “safe
harbor”25 for voting trusts—it clearly imposes substantive limi-
tations on the provisions of such agreements. We cannot agree
with the Trustees’ contention that the voting trust statute does
not apply to the facts here. Such an interpretation would lead to
an absurd result and render § 21-2067 meaningless. Therefore,
we conclude that the Trustees’ first assignment of error is with-
out merit.
trust is not irrevocaBle proxy
The Trustees next contend that even if the Trust is ineffec-
tive as a voting trust, it complies with § 21-2060(4), which
allows shareholders to create irrevocable proxies. The Trustees
contend that the Trust created a proxy and that the proxy is
coupled with one or more interests, so it is irrevocable.
24 See id.
25 brief for appellants at 16.
268 	279 NebRASKA RePoRTS

[11] Section 21-2060 provides that shareholders may vote in
person or by proxy and establishes the basic rules for appoint-
ing a proxy. Section 21-2060(4) provides:
An appointment of a proxy shall be revocable by the
shareholder unless the appointment form or electronic
transmission 	conspicuously 	states 	that 	it 	is 	irrevoca-
ble and the appointment is coupled with an interest.
Appointments coupled with an interest shall include the
appointment of:
(a) A pledgee;
(b) A person who purchased or agreed to purchase
the shares;
(c) A creditor of the corporation who extended it credit
under terms requiring the appointment;
(d) An employee of the corporation whose employment
contract requires the appointment; or
(e) A party to a voting agreement created under sec-
tion 21-2068.
And an appointment made irrevocable under § 21-2060(4) is
revoked when the interest with which it is coupled is extin-
guished.26 We note that § 21-2060 was amended in 2009; the
revision does not affect our analysis, and we cite to the current
version of the statute for simplicity and convenience.
Here, the first requirement—that the appointment form con-
spicuously state that it is irrevocable—is met. The Trustees
contend that the appointment was also coupled with an interest.
They concede that any interest davolt had was extinguished,
with either his retirement or his death. And they do not argue
that orr or Votaw has been irrevocably appointed as a proxy.
Instead, the Trustees rely on charles, who they contend has
interests in “preserving the [c]orporation from donna’s venge-
ance and in seeing that [donna] received income during her
lifetime,” and as a director of the company and an indepen-
dent contractor.27
26 § 21-2060(6).
27 brief for appellants at 18-19.
bAmFoRd v. bAmFoRd, INc. 	269
cite as 279 Neb. 259

There are several potential problems with the Trustees’
argument. To begin with, it is not clear that the Trust could
operate as a proxy to James, given that he owned the stock
for which the “proxy” was purportedly given. A proxy is
“[o]ne who is authorized to act as a substitute for another”;28
to describe someone as giving a proxy to himself is somewhat
contradictory, and it is questionable whether James’ “proxy”
could be said to be coupled with an interest when he was the
shareholder and had no interest that could be jeopardized by
the cancellation of the proxy.29 We also note that § 21-2060(6)
provides that an irrevocable proxy is “revoked,” not merely
made revocable, when the interest with which it was coupled is
extinguished—raising some question as to whether the proxy,
even if initially irrevocable, survived James and davolt. but for
purposes of this analysis, we assume that the Trust effectively
operates to appoint charles as a proxy and that the appointment
would be irrevocable if coupled with an interest. our analysis
is narrowly limited to whether charles had an interest within
the meaning of the statute.
[12,13] Although § 21-2060(4) lists several examples of
“[a]ppointments coupled with an interest,” these examples are
not exhaustive and other arrangements may also be held to be
“coupled with an interest.”30 In that regard, § 21-2060(4) incor-
porates the common-law test, based on principles of agency
law, for whether an appointment is coupled with an interest.31
generally, a power coupled with an interest is a power or
authority to do an act, accompanied by or connected with an
interest in the subject or thing itself upon which the power is
to be exercised, the power and interest being united in the same
person.32 Another common example of a proxy coupled with
28 black’s Law dictionary 1346 (9th ed. 2009).
29 See State ex rel. Breger v. Rusche, 219 Ind. 559, 39 N.e.2d 433 (1942).
30 See 2 model business corporation Act Ann. § 7.22, official comment at
7-129 (4th ed. 2008).
31 See, id.; Zollar v. Smith, 710 S.W.2d 155 (Tex. App. 1986).
32 State ex rel. Everett Etc. v. PAC. Etc., 22 Wash. 2d 844, 157 P.2d 707
(1945).
270 	279 NebRASKA RePoRTS

an interest is to afford the proxyholder security or reimburse-
ment because the agent has parted with something of value, or
incurred obligations, for the stockholder.33
[14,15] In other words, for the proxy to be coupled with an
interest, the power to vote stock should be beneficial to the
proxyholder. Simply being compensated for being the proxy-
holder is not sufficient.34 The rationale for the requirement that
the interest be in the proxyholder is the need to protect the cor-
poration. The necessary interest of the proxyholder is a propri-
etary incentive, or comparable security need, to maximize the
overall welfare of the corporation so that abuse of the power is
rendered highly unlikely.35
The specific circumstances included in § 21-2060(4) illus-
trate that principle. It has also been held, for example, that an
appointment was coupled with an interest when two sharehold-
ers, whose combined shares were more than a majority of the
issued stock, granted one another irrevocable proxies in order
that their control of the corporation would survive either’s
death.36 It has also been held that the former majority share-
holder of a corporation, who received an irrevocable proxy
when he sold his stock, had a sufficient interest in remaining
chief executive officer of the corporation to support irrevoca-
bility.37 And it has been held that a proxy was coupled with an
interest when the proxyholder was a part owner and investor in
the corporation.38
33 See, Pan American Petroleum Corp. v. Cain, 163 Tex. 323, 355 S.W.2d
506 (1962), overruled on other grounds, Day & Co. v. Texland Petroleum,
786 S.W.2d 667 (Tex. 1990); Deibler v. The Chas. H. Elliott Co., 368 Pa.
267, 81 A.2d 557 (1951); Ecclestone v. Indialantic, Inc., 319 mich. 248,
29 N.W.2d 679 (1947); State ex rel. Everett Etc., supra note 32; Rusche,
supra note 29; Haft v. Haft, 671 A.2d 413 (del. ch. 1995).
34 See Pan American Petroleum Corp., supra note 33. See, also, Sjogren v.
Clark, 106 Neb. 600, 184 N.W. 159 (1921); Homan v. Redick, 97 Neb.
299, 149 N.W. 782 (1914).
35 See Zollar, supra note 31.
36 See State ex rel. Everett Etc., supra note 32.
37 See Haft, supra note 33.
38 See Zollar, supra note 31.
bAmFoRd v. bAmFoRd, INc. 	271
cite as 279 Neb. 259

by contrast, it was held that a proxy was not coupled with
an interest when given as security for an underlying obligation
that did not actually belong to the proxyholder.39 We held, in
Homan v. Redick,40 that an agent did not have a power coupled
with an interest simply because he received an office, rent free,
as part of the compensation for his services. It has also been
determined that a proxyholder who had been hired to both vote
and sell the stock did not have an interest in the stock, as there
was nothing to suggest that his right to reimbursement was
jeopardized by the cancellation of his right to vote the stock, as
distinguished from his contract as agent to sell it.41 And it was
held that investments and liabilities incurred by a proxyholder’s
relatives did not rise to the level of being an interest coupled
with the appointment of the proxy.42
When those holdings are considered collectively, it is clear
that charles’ asserted interests in this case do not rise to the
level required for a proxy to be irrevocable. The suggestion
that charles has an interest in securing donna’s salary fails
for two reasons. First, donna is a collateral party—her interest
is not charles’.43 And second, there is nothing to suggest that
donna’s interest would be jeopardized by revocation of the
proxy, because donna is the shareholder and presumably capa-
ble of voting the shares herself in her own interest.44 charles’
status as a director and independent contractor, while closer to
the mark, also falls short of a direct proprietary interest in the
corporation.45 And his purported general interest in “preserving
the [c]orporation” is plainly insufficient.
In short, we have been unable to find any authority—and
the Trustees do not direct us to any—supporting a finding that
charles’ purported appointment as a proxy was coupled with
39 See McKelvie v. Hackney, 58 Wash. 2d 23, 360 P.2d 746 (1961).
40 See Homan, supra note 34.
41 See Rusche, supra note 29.
42 See Zollar, supra note 31.
43 See id.
44 See Rusche, supra note 29.
45 compare Zollar, supra note 31.
272 	279 NebRASKA RePoRTS

a sufficient interest to render it irrevocable. We conclude that
§ 21-2060(4) does not operate to create an irrevocable proxy
under these circumstances, and find no merit to the Trustees’
second and final assignment of error.
cross -appeal
on cross-appeal, donna makes three basic arguments: (1)
The district court erred in holding that the registration and
notice requirements of § 21-2067 were substantially complied
with and full technical compliance is unnecessary; (2) James
was the sole beneficiary of the Trust, and therefore, the Trust is
invalid; and (3) the Trust is void because it was intended to take
effect upon death. our resolution of the Trustees’ assignments
of error is dispositive of this appeal, and therefore, we need not
address donna’s assignments of error on cross-appeal.
coNcLuSIoN
based on the foregoing reasons, we affirm the district court’s
order granting donna’s motion for summary judgment and
denying the Trustees’ motion for summary judgment.
affirmeD.
Wright, J., not participating.
STATe ex ReL. AmANdA m. v. JuSTIN T. 	273
cite as 279 Neb. 273
state of neBraska ex rel . amanDa m., appellee , v. Justin t.,
DefenDant anD thirD-party plaintiff, appellee , anD
amanDa m., thirD-party DefenDant, appellant.
777 N.W.2d 565
Filed January 22, 2010. 	No. S-09-138.
1. Judgments: Appeal and Error. When reviewing questions of law, an appellate
court has an obligation to resolve the questions independently of the conclusions
reached by the trial court.
2. Statutes. Statutory interpretation is a question of law.
3. Divorce: Child Custody. Neb. Rev. Stat. § 42-364 (Reissue 2008) of the dissolu-
tion of marriage statutes requires that in dissolution cases, if the parties do not
agree to joint custody in a parenting plan, the trial court can award joint custody
if it specifically finds that it is in the best interests of the child or children.
4. Statutes: Appeal and Error. Appellate courts give statutory language its plain
and ordinary meaning and will not resort to interpretation to ascertain the mean-
ing of statutory words which are plain, direct, and unambiguous.