Graham Savings has refused to say how many general proxies were included in the 53 percent majority.

With a general proxy, the proxy holder is permitted to vote the shares any way he or she sees fit.

North Carolina regulators have approved the use of general proxies in votes on the sale of a mutual savings and loans.

Mr. Jasper's suit contended that a 1987 Media General proxy statement was misleading about whether the company would accept a buyout offer.

"There are two different kinds of proxies," Mr. Weinstein said, "general proxies and specific proxies."

Generally, Mr. Weinstein said, the form of the proxy is determined by the co-op, and most co-ops send out general proxies that allow the proxy holder to decide how to vote.

They are also protesting the board's use of general proxies - statements signed by depositors over the years giving the board the authority to cast the depositors' votes on their behalf on all issues indefinitely.

Generally, Mr. Weinstein said, a general proxy can be turned into a specific proxy if the person who is giving the proxy limits or restricts the proxy to be used only in a certain way.

Arthur I. Weinstein, a Manhattan co-op lawyer who is the vice president of the Council of New York Cooperatives and Condominiums, said proxies have two basic forms: directed proxies and general proxies.

If the official receiver has a number of general proxies given to him, it is usual for him to vote with these proxies in accordance with the wishes of the majority as expressed at the meeting itself or by virtue of special proxies lodged.

According to Stuart Saft, the chairman of the New York Council of Cooperatives, as long as the notice of the meeting specified that there would be a vote taken on a transfer tax, then your general proxy, which seems to be the type of proxy you describe, is legitimate.