Can the directors of our nonprofit corporation vote by proxy?
In all probability, no. Unless your state nonprofit corporation law provides specific statutory authority for proxy voting by directors (and only a few provide some limited authority to do so), the general rule is that directors may not vote by proxy. Directors have a fiduciary duty to the organization and may not delegate the exercise of their fiduciary discretion to others.
Although most states provide that Members of a nonprofit (who have powers roughly analogous to shareholders of a business) may vote by proxy (sometimes only if permitted in the bylaws), the power is not generally conferred on directors. Some commentators have suggested that directors could vote by proxy in limited circumstances, such as voting in an election of officers of the corporation, but we have found no case which upholds even that limited power without specific statutory authority.
Monday, April 3, 2006