Owners appoint a proxy to vote for them still attend the Annual Meeting in person

Before the meeting starts we check the valid proxy forms against the attendance sheet and pull any for people who have shown up.

I suppose there is nothing legally wrong with having a person attend while someone else casts their vote. But you have to ask what the point is. People generally complete proxies because they don't want to or can't attend the meeting.

I dislike it when people insist on introducing complications where they're not needed. I'd ask questions ahead of time just in case there's a real issue here - such as a disability that would make it hard for the person to vote - and if there seems to be no real purpose behind this, I'd let the person complete the proxy form if they want to and then pull it and tell the person to cast their own darned vote if they show up at the meeting.

If there is some kind of disability issue involved, you do need to provide the necessary accommodation. I guess the proxy could be it. However, it gives the agent full authority to act for the other person, which may not be what's intended. You also have to take care when counting attendees for quorum, and it forces you to be careful when handing out ballots - otherwise you could have a duplicate vote and thus an invalid election. (You may also have to deal with a squabble if the agent doesn't vote the way the person wants them to.) So some kind of other accommodation is preferable.

Paula

I say the proxy giver can attend the meeting. They will have two choices. Pull the proxy and verbally vote. Leave the proxy stand and say nothing. One way or the other it counts toward Quorum.

To me, the relevant section of the South Carolina Nonprofit Corporation Act appears to be:

===Start Excerpt===
SECTION 33-31-724. Proxies.
(e) Appointment of a proxy is revoked by the person appointing the proxy:

(1) attending any meeting and voting in person; or
===End Excerpt===
See https://www.scstatehouse.gov/code/t33c031.php

Like JohnC46 indicated, as long as the person does not vote, then to me, he or she may attend, without voting and letting their appointed proxy vote for them. Or the person could revoke the proxy on the spot.

I do advise the Board writing a polite letter to the member, reminding the member that, under these circumstances, he or she must not participate in any votes but instead, let the proxy holder vote. To me this means the Board has the unfortunate task of watching this member at the meeting and seeing if the member pulls any cr-p.

Unless this person is disabled, as a director I would be disgusted but admit it was part of the job.

Without proxies, we would never make Quorum for our Annual Meeting. We have never used a proxy for voting as the only thing we usually vote on at our Annual Meeting is for BOD positions and as we allow nominations from the floor, we never know who will be running. Our MC acts as our election overseer and he makes up ballots on site.

To better clarify.

1. At our first under owner control Annual Meeting, we did vote to change our Quorum requirement from 50% to 20%. This is the only time owners ever voted on anything other then BOD elections.

2. Only once in 6 years under owner control, did we have more people running for the BOD then we had open positions on the BOD (4 for 3 positions). Usually we have to go begging for people to be on the BOD. Some call it apathy. I call it happy owners.