Directors not allowed proxies??

in another post, Tim B said "If it is a board meeting, check your State corporate laws. Typically Directors aren't allowed proxies."

My question is "What does that mean?" Directors aren't allowed proxies. My Board is mailing out 9 By-law changes and our BOD wants only the President's name on the proxy form. So he gets to vote for every out of state homeowner and all the h/o's who do not show up at the meeting. Because our bylaws insist on proxies ... only people that show up can vote on their own - All others must use the proxy with the "President's name" on it. So it is possible that he will vote 'yes' on all 9 changes for all 120 out of state h/o and all 60 or more that do not show up. And, then, in 3 mos we have the board re- election ..... and all the proxies have his name on them.....

Any opinions on the legality of that is SC. ( And yes the board may chose only general proxies not directed). then they control every election and vote.

Thank you - after I re read it it made sense ... duh!

Matt

My initial blush was like yours. It could be "bad form" but that said, it is not uncommon for a BOD to recommend a specific action be taken by "shareholders".

As a liker of proxies, I am the 1st to admit they can be easily abused so it is critical one understands how to use them be it "good form" or not.