Texas Law Review
The Salgo court held that an election inspector, in a corporate proxy vote, was empowered with discretion to determine the validity of votes through a review of the transfer books. This decision marked a change from the standard course of American cases, which previously confined the inspector’s ability to a strict ministerial duty. An inspector’s discretion to review votes was limited under this interpretation. By limiting his inquiry to the transfer books, Salgo allowed the inspector to determine the validity of votes, but not who could vote.
Although the court did not apply the broader view of granting the inspector judicial review, as exercised in other jurisdictions through statutes authorizing that standard, the court did not foreclose the possibility that mandamus could lie in an action where the inspector’s functions were purely ministerial, or where quo warranto was an inadequate remedy. By broadening the authority of election inspectors and guarding the possibility of future judicial review through mandamus or quo warranto, the court intended to limit litigation and encourage corporate stability during the uncertainty of the proxy vote process.
George Lee Flint, Jr., Election Inspectors Have Judicially Reviewable Discretionary Authority to Determine the Validity of Proxies (casenote), 52 Tex. L. Rev. 1433 (1974).