SteveN4 (Alabama)
Posts: 6
Posts: 6
Posted:
Can one director grant their proxy to another director? This situation came up where a board member wasn't able to make a monthly board meeting and gave her proxy to another director.
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Granting proxy to other board members
Started by SteveN4 • 9 replies • 4500 views
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CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
Not permitted in California.
JanetB2 (Colorado)
Posts: 4,219
Posts: 4,219
Posted:
States vary:
Here is a link to your state statutes:
http://alisondb.legislature.state.al.us/acas/ACASLoginIE.asp
The Non-Profit info is in the following section:
Title 10A ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE
At a quick glance I did not see anything; however, also what do your governing documents state with regards to board meetings and proxy.
You need to be sure and review and know well your governing documents.
Here is a link to your state statutes:
http://alisondb.legislature.state.al.us/acas/ACASLoginIE.asp
The Non-Profit info is in the following section:
Title 10A ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE
At a quick glance I did not see anything; however, also what do your governing documents state with regards to board meetings and proxy.
You need to be sure and review and know well your governing documents.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Steve,
In taking a quick look at the Corporation statutes, I did not see anything allowing or dis-allowing a director to attend by proxy.
I would suspect that since the Directors are elected, they can not assign someone to vote in their place. This would be like having your Senator assign you as their proxy and allowing you to vote on treaties.
That said, it's going to depend on governing documents. If your Board allows proxies (vs. a conference call which would be better)it might take someone challenging the practice to correct it or get a definitive ruling by a court of law.
Tim
In taking a quick look at the Corporation statutes, I did not see anything allowing or dis-allowing a director to attend by proxy.
I would suspect that since the Directors are elected, they can not assign someone to vote in their place. This would be like having your Senator assign you as their proxy and allowing you to vote on treaties.
That said, it's going to depend on governing documents. If your Board allows proxies (vs. a conference call which would be better)it might take someone challenging the practice to correct it or get a definitive ruling by a court of law.
Tim
BrianB (California)
Posts: 2,820
Posts: 2,820
Posted:
Tim, hate to be the dose of cold water...
But the US Senate actually allows Senators to assign their votes to others to be cast in their absence. Proxy voting is allowed for in the Senate rules, at least for Committee votes when the Senator is absent, and has designated such. As for Treaties, some senators did cast proxy votes in the latest round of START treaty votes in December of 2010, when it was in committee.
But the US Senate actually allows Senators to assign their votes to others to be cast in their absence. Proxy voting is allowed for in the Senate rules, at least for Committee votes when the Senator is absent, and has designated such. As for Treaties, some senators did cast proxy votes in the latest round of START treaty votes in December of 2010, when it was in committee.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
I did not know that Brian.
Sounds like an interesting thing to do some research on.
Thanks for the information.
Tim
Sounds like an interesting thing to do some research on.
Thanks for the information.
Tim
BrianB (California)
Posts: 2,820
Posts: 2,820
Posted:
Yes, Tim, i thought you might like to know that. I had suspected from my ancient government classes in high school that they could, but i wasn't sure... so I checked it out too, and found that they could.
One thing I like about the questions asked here, they can lead to some very interesting knowledge gain. I learned a little too!
One thing I like about the questions asked here, they can lead to some very interesting knowledge gain. I learned a little too!
RogerB (Colorado)
Posts: 5,067
Posts: 5,067
Posted:
SteveN, Usually HOA Bylaws are silent on this matter. If your HOA is incorporated check the state Articles of Incorporation. In Colorado proxies are not allowed for Board meetings.
CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
Hi Steve, while our Bylaws state only that directors must be present at meetings in person or via speaker phone, they don't specifically prohibit proxies. Calif Corporations Code do, however:
"DIRECTOR PROXIES
Not Allowed. Proxies are for use by members at membership meetings, not by directors at board meetings. Corp. Code §7613(a). Sending a proxy to attend a board meeting is incompatible with the deliberative nature of board meetings and a director's fiduciary duty of due diligence. (Robert's Rules, 10th ed., p. 414.) Accordingly, proxy voting by directors is prohibited. Corp. Code §7211(c).
Use Speakerphone. To vote, directors must attend board meetings in person or by speakerphone. It is like Congress; if a director is not present when a vote is called, the director cannot vote."
Assoc. Members need to be able to hear the deliberative process, so, e.g., skype would be O.K.
Read more: Director Proxies http://www.davis-stirling.com/MainMenu/MainIndex/DirectorProxiesNotAllowed/tabid/1283/Default.aspx#ixzz1ImQDQrM8
from Davis-Stirling.com by Adams Kessler PLC.
Tim & Brian: note the verbiage about Congress .
DIRECTOR PROXIES
Not Allowed. Proxies are for use by members at membership meetings, not by directors at board meetings. Corp. Code §7613(a). Sending a proxy to attend a board meeting is incompatible with the deliberative nature of board meetings and a director's fiduciary duty of due diligence. (Robert's Rules, 10th ed., p. 414.) Accordingly, proxy voting by directors is prohibited. Corp. Code §7211(c).
Use Speakerphone. To vote, directors must attend board meetings in person or by speakerphone. It is like Congress; if a director is not present when a vote is called, the director cannot vote.
Read more: Director Proxies http://www.davis-stirling.com/MainMenu/MainIndex/DirectorProxiesNotAllowed/tabid/1283/Default.aspx#ixzz1ImQDQrM8
from Davis-Stirling.com by Adams Kessler PLC
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
I think it would depend on what kind of represented proxy is being requested.
A general proxy to vote on all items at a general board meeting probably would not be appropriate, but a specific proxy for an important issued motion probably could be allowed.
Of course, this would be for a pre-announced motion and call for a vote at the meeting. The board member could probably give his directed proxy to another member. We have had a member do this when she knew that an important motion was being considered and the vote was going to be taken when she was not there.
This is one of these things that could get tried, and might be allowed, unless someone objects.
A general proxy to vote on all items at a general board meeting probably would not be appropriate, but a specific proxy for an important issued motion probably could be allowed.
Of course, this would be for a pre-announced motion and call for a vote at the meeting. The board member could probably give his directed proxy to another member. We have had a member do this when she knew that an important motion was being considered and the vote was going to be taken when she was not there.
This is one of these things that could get tried, and might be allowed, unless someone objects.
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