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Proxy Voting


Guest Carol

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There are four members on a Committee, three are unable to attend the regularly scheduled monthly meeting. Due to timely reporting requirements the meeting cannot be rescheduled. Two of the members gave proxies to the only member that will be attending, who is also the Chair of the Committee. How are motions handled under these circumstances,( making a motion and second). How should it be written in the minutes?

Thank you.

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Note, however, that in the case of a committee, alternate ways of getting input from absent members are more acceptable than in a standard deliberative assembly. See RONR (11th ed.) p. 503 ll. 24-28:

'In the case of a committee, however, if it is impractical to bring its members together for a meeting, the report of the committee can contain what has been agreed to by every one of it members.'

See also p. 98 ll. 24-28, about electronic meetings in committees, which might be helpful in this situation, depending on the type of committee, and what the parent assembly has to say about its meetings.

If you can't use proxies, you might be able to solve the problem in a different way.

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Since RONR recommends against use of proxies, it does not provide guidance on how to use them. In a meeting with one person, I don't see much point in using the terminology of motions and seconds -- there is no deliberative assembly when only one person is present. What is the committee aiming to accomplish during the one-person meeting? Perhaps some suggestions will follow, if we know more about the purpose of the meeting. You said in your original post that there are reporting requirements -- is the committee supposed to prepare its report at the meeting?

Peripherally, note that RONR has no requirement that formal minutes be kept during committee meetings.

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Does a "Proxy Vote" have to be declared at the beginning to the board meeting? Roughly one hour into our meeting a motion was made. Our Vice-President emailed the absent board member regarding the motion. A vote was cast and the Vice-President stated that they were voting via proxy for the absent member. Does that proxy vote count?

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Does a "Proxy Vote" have to be declared at the beginning to the board meeting? Roughly one hour into our meeting a motion was made. Our Vice-President emailed the absent board member regarding the motion. A vote was cast and the Vice-President stated that they were voting via proxy for the absent member. Does that proxy vote count?

Do your bylaws authorize proxy voting?

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Does a "Proxy Vote" have to be declared at the beginning to the board meeting? Roughly one hour into our meeting a motion was made. Our Vice-President emailed the absent board member regarding the motion. A vote was cast and the Vice-President stated that they were voting via proxy for the absent member. Does that proxy vote count?

First, proxy voting isn't allowed unless the bylaws specifically provides for it. Then if the bylaws do provide for proxy voting all the requirements spelled out in the bylaws for casting a proxy vote must be followed.

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Under "Quorum" in our By-Laws it states that, "No proxies shall be allowed unless written notice for authority thereof shall be given to the President of the Association before the call to order of such meeting."

RONR doesn't govern the use of proxy voting. Your organization will have to determine if. when, and how proxy voting is allowed by your bylaws.

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Under "Quorum" in our By-Laws it states that, "No proxies shall be allowed unless written notice for authority thereof shall be given to the President of the Association before the call to order of such meeting."

Well, were the rules in your bylaws followed? RONR won't help you answer that question (unless you're in a situation where the principles of bylaws interpretation are helpful -- RONR 11th ed. pp. 588-591).

If you all determine that the rules in your bylaws were not followed, RONR may answer questions about what to do next.

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Well, the sequence of events as detailed in post #8 ("written" {i.e. email} notice given to the VP an hour after the call to order) does seem to go against the (scant) description of allowed proxy voting in the bylaws.

Well, yeah, but we're not supposed to interpret bylaws. Perhaps common-sense reading of the English language doesn't count as the forbidden act of interpretation though... :ph34r:

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Well, yeah, but we're not supposed to interpret bylaws. Perhaps common-sense reading of the English language doesn't count as the forbidden act of interpretation though... :ph34r:

One can only hope....... :rolleyes:

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Well, yeah, but we're not supposed to interpret bylaws. Perhaps common-sense reading of the English language doesn't count as the forbidden act of interpretation though... :ph34r:

Oh, I might agree with you, but I can't imagine what the common-sense interpretation of

No proxies shall be allowed unless written notice for authority thereof shall be given to the President of the Association before the call to order of such meeting.

might be. One reading might be that anyone (even you or I) may give such notice to the President, but that would defy common sense.
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