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oversight on budgets, policies, and personnel. Of course, RHCS hired Reynolds as administrator of the facility. 20 years. The effect of the voting agreement was to give RHCS 50 percent voting control, which meant that Reynolds, who owned RHCS, could veto any matter submitted to HMNH's shareholders. Arkansas Supreme Court. Glaze, Justice agreement was created: thereof, by and between Reynolds Health Care Services, Inc., and HMNH, Inc., upon the exercise of this option and transfer to [RHCS] of the shares of stock subject to this option. vote 7.5 shares of each of the said shareholder's stock held in HMNH, Inc." Those proxies were executed by each of the Sheppards and Bilo on October 21, 1996; the proxy agreements provided as follows: I could act if I were personally present, giving to Reynolds Health Care Services, Inc., attorney and agent, full power of substitution. foundational voting agreement," by which the Sheppards and Bilo gave RHCS the right to vote fifty percent of their shares in HMNH for twenty years. RHCS the right to vote a percentage of the stock. Because the agreement does not "provide for the manner in which" the shares are to be voted, it is not a voting agreement; it is a proxy. court did not err when it concluded that the actions of the duly elected board of directors in voting to authorize the instant lawsuit were valid. Judgment for HMNH affirmed