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I would say that proofreading is simply pointing out/correcting errors in punctuation, spelling and grammar -- whereas copy-editing is a more extensive process involving proof-reading, cross-checking for internal consistency, and suggesting improved wording where syntax/expression is poor, or unclear.

Copy editing is editing where proofreading is proofing. Editing is the act of reading an article or story or book with the intent of changing it to be more accurate, easier to read or more interesting. It potentially involves striking out whole sentences or paragraphs or chapters and leaving them out of the work or substituting something better suited to the premise of the piece. Copy editing also involves making the piece fall within the guidelines of a "style guide" or other set of rules established by the publisher. (A right brain function) Proofing is the act of reviewing a final product (blueline, galley proof or printed page) and correcting any errors that might have crept into the production (typos). (A left brain function)