invalid vote at BoD meeting

At one of our former BoD meetings, only 2 directors attended, with one bringing a proxy from the third. It was used to second a motion and take a vote. This was in violation of our bylaws , which are totally silent regarding proxies at board meetings. My question is what action should be taken? It was not realized until the new board was voted into office. Should a new vote be taken? Or just acknowledge that an invalid action took place , and move on from there.

If your by-laws make no mention of proxies then I would think it would go to state laws. If those don't specify any requirements I don't see how this would be invalid unless quorum wasn't met.

My HOA's bylaws state directors must be present in person or by phone at meetings to be counted as present and thus be able to vote. CA Corp. Code says the same thing. CO corp. code probably says that too.

As others have advised, I'd leave it alone unless important, but make sure it doesn't happen again.

Diana, assuming you're a corporation, if your state corporation codes are silent on this matter, which I doubt, and if your board follows Robert's Rules of Order (RONR), proxies cannot be used by directors on a board.

The reason is that proxies are "incompatible with the essential characteristics of a deliberative assembly," (Robert's Rules In Brief, 11th ed., p. 117) like a board of directors.

What do your bylaws or state codes say about this topic, Jon?

Hmmmm, Diana, Roger of CO added to his reply to your Conflict-of-Interest post: "The Colorado Nonprofit Act does not allow proxies at a Board meeting."

I think I recall he's a property manager with a lot of HOA experience in your state.