IndieS (Colorado)
Posts: 79
Posts: 79
Posted:
I attended my first board meeting as a new director last night. We voted for new officers and voted on a number of issues, the results of which could change based on who was allowed to vote. One of the Board members arrived with a proxy from another board member.
Our bylaws do not address the issue of board member proxies, and the legal team that the Board has used in the past his the following posted to their website:
When are Proxies Allowed?
Pursuant to the Colorado Common Interest Ownership Act (CCIOA), proxies are always allowed at membership meetings. In other words, associations must allow owners to use proxies at membership meetings.
This rule, however, changes for board meetings. Pursuant to the Colorado Revised Nonprofit Corp. Law (CRNCA), board members may only issue proxies if such authority is set forth in the bylaws. If the bylaws are silent concerning board member proxies, board members cannot issue proxies for board meetings. Even if the bylaws do allow directors to issue proxies for board meetings, CRNCA limits this authority by only allowing directed proxies to be issued and such issuance must be to another board member. These limitations exist regardless of what the bylaws may provide.
http://www.hindmansanchez.com/resources/newsletter/proxies-nutshell/
So, in other words, the proxy votes from last night are invalid.
What is next? Does the vote from last night stand but we exclude the proxy vote? Do we need to reconvene another meeting? Do we have an email meeting clarifying how the absent member would have voted?
Ugh.
Thanks in advance.
Our bylaws do not address the issue of board member proxies, and the legal team that the Board has used in the past his the following posted to their website:
When are Proxies Allowed?
Pursuant to the Colorado Common Interest Ownership Act (CCIOA), proxies are always allowed at membership meetings. In other words, associations must allow owners to use proxies at membership meetings.
This rule, however, changes for board meetings. Pursuant to the Colorado Revised Nonprofit Corp. Law (CRNCA), board members may only issue proxies if such authority is set forth in the bylaws. If the bylaws are silent concerning board member proxies, board members cannot issue proxies for board meetings. Even if the bylaws do allow directors to issue proxies for board meetings, CRNCA limits this authority by only allowing directed proxies to be issued and such issuance must be to another board member. These limitations exist regardless of what the bylaws may provide.
http://www.hindmansanchez.com/resources/newsletter/proxies-nutshell/
So, in other words, the proxy votes from last night are invalid.
What is next? Does the vote from last night stand but we exclude the proxy vote? Do we need to reconvene another meeting? Do we have an email meeting clarifying how the absent member would have voted?
Ugh.
Thanks in advance.