Until 1931, California did not permit the creation of an irrevocable proxy.  With the 1931 revision of the General Corporation Law, it became possible to create an irrevocable proxy if that proxy was "coupled with an interest".  Former Cal. Corp. Code § 2228.  The current law, which was partially based on New York's statute , specifies various categories of interests (e.g., a pledge) that can sustain an irrevocable proxy.  In addition to these specified categories, a proxy may be made irrevocable if it is given to secure the performance of a duty or to protect a title, either legal or equitable, until the happening of events which, by the proxy's terms discharge the obligations secured by it.  Cal. Corp. Code § 705(e).  This is simply a more fulsome description of the erstwhile "coupled with an interest" language of former Section 2228.

Even in these cases, however, a proxy isn't entirely irrevocable.  A transferee of shares who has no knowledge of the existence of a provision making the proxy irrevocable may revoke the proxy.  Cal,. Corp. Code § 705(f).  However, a transferee may not revoke if the existence of the proxy and its irrevocability appear on the face of the share certificate, or if the shares are uncertificated, on the initial transaction statement and written statements.  Id.  Leaving nothing to doubt, the GCL defines "appear on the certificate" in Corporations Code Section 174.

Readers of Section 705(e) may notice an error.  The last sentence of the statute begins with "In addition to the foregoing clauses (1) through (5)" when there are actually six (not five) preceding numbered clauses.  The reason that clause (6) is not mentioned is that the it was added later and the legislature failed to update the sentence accordingly.  Apparently, no one has been too troubled by this oversight as it has been on the books for almost four decades.