Enolaw34

If the bylaws allow a member who cannot attend the annual general meeting to mail-in an absentee ballot for election of directors OR to give a proxy to the entire board or to the majority of the board for that election, how can tellers tally the proxy vote marked either to the entire board or to the majority of the board? These bylaws were apparently drafted and adopted many years ago with no understanding of § 45 in RONR!