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Are members' proxies valid?

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Are members' proxies valid?

At the last General Membership meeting of our 501(c)(3) corporation, the President arrived with 18 "surprise" general proxy documents signed by members. The document itself was created solely by the President, with no knowledge or input from any Board Member.

When a vote was for a particular position was tight, the President whipped out his 18 proxy votes to support his preferred candidate. Our bylaws are silent on the issue of proxy votes. Roberts Rules of Order leave all rules relating to proxy voting up to the association by-laws. Wikipedia says proxy voting is not recommended for ordinary use. The President cites our state nonprofit corporation law which says a member may vote in person or by proxy, unless the articles of incorporation or the bylaws otherwise provide.

We need to know if these 18 proxies are valid. If we amend our bylaws to prohibit the future use of proxies, would we be in violation of our state law?

Sounds like your President has put one over on you.  The members’ right to vote by proxy is spelled out by state law.  Some, such as the one the President cited, give authority unless negated in the articles or bylaws.  Some, such as Pennsylvania, allow the proxy only if specifically authorized.
Every membership corporation ought to check the applicable state law (rather than Wikipedia or Roberts Rules), decide whether it wants to permit proxies from members, and make clear in its bylaws whether members have the right to vote by proxy or not.  (See Ready Reference Page: “Bylaws Function as 'Constitution' of Nonprofit Corporations.”)  If your President quoted your law correctly, the recent votes are valid (assuming they met any technical requirements for signatures, etc.) but you can change the rules for future meetings.

Proxy voting clearly changes the nature of an organization.  If proxy voting is allowed, it makes no difference whether someone announces the fact or brings in stealth ballots.  No one ever said that elections in nonprofit corporations had to be genteel.

Friday, July 29, 2011


We have that same "problem" but the E.D. is the one "picking" her bosses and not letting a bylaw revision dis-allowing proxies to be passed, with the use of proxies, no less.

How about a not-for-profit Board where one Board member has a general proxy from another who cannot attend the annual meeting. Then at a critical vote, the Chairperson pulls out a limited/directed proxy issued by the not-for-profit and sent from the same absent member - this one says "Abstain" (proxy to Bill Patterson) - and it is not clear whether the form intends to defer to the general proxy already given or that it directs an abstain on the line item. Chairperson uses the abstain vote to tilt the decision. Subsequent emails indicate that the absent member's intent was to provide the general proxy to be used by the assigned member. We are in a quandry.

This situation differs from the one in the question above because it involves the directors, not the members, of a nonprofit corporation.  Again, this question is a matter of state law, but I am unaware of any state law that gives the directors a general right to vote by proxy. There are a few situations in which they may vote in writing for elections or other special situations, but this appears to be a general proxy allowing the holder to exercise the director's discretion on anay question that arises.  It is improper for a director to delegate the exercise of discretion to another and therefore neither of these instruments would be effective.  The result would be the same as if the director had merely been absent and unheard from.   —Don Kramer

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