Guest Catherine Posted June 12, 2011 at 12:10 PM Report Share Posted June 12, 2011 at 12:10 PM We are a not-for-profit organization (yacht club) with several committees and, of course, a Board of Governors and Flag Officers (Bridge). Our Membership Committee (9 members) meets monthly to interview and vote on the acceptance or rejection of new members. By-laws state 7 members of the committee constitute a quorum. Can a member of the membership committee, who cannot attend a meeting, give his/her proxy to a member of the BoG or Bridge, to attend the M'ship Committee in his/her absence and act in his/her stead? Our by-laws are silent on this matter. Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 12, 2011 at 12:23 PM Report Share Posted June 12, 2011 at 12:23 PM We are a not-for-profit organization (yacht club) with several committees and, of course, a Board of Governors and Flag Officers (Bridge). Our Membership Committee (9 members) meets monthly to interview and vote on the acceptance or rejection of new members. By-laws state 7 members of the committee constitute a quorum. Can a member of the membership committee, who cannot attend a meeting, give his/her proxy to a member of the BoG or Bridge, to attend the M'ship Committee in his/her absence and act in his/her stead? Our by-laws are silent on this matter.No. Link to comment Share on other sites More sharing options...
Larry Cisar Posted June 12, 2011 at 12:43 PM Report Share Posted June 12, 2011 at 12:43 PM No.Have to agree with Dan, unless your organization is governed by rules that say otherwise. I am finding too many country rules that say otherwise. So what country are you in? Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 12, 2011 at 12:45 PM Report Share Posted June 12, 2011 at 12:45 PM Our by-laws are silent on this matter.Aye, there's the rub. Under RONR, proxy voting is not allowed. Your bylaws must authorize it, and all the necessary attendant details need to be worked out and defined in the bylaws and/or other special rules of order. RONR says more than once it should not be allowed, so if you go against that long-standing, time-honored advice, you will be on your own to to figure out how to make it "work." (See RONR 10th Ed., p. 408: Absentee Voting, and p. 414: Proxy Voting) Link to comment Share on other sites More sharing options...
Guest Catherine Posted June 12, 2011 at 01:05 PM Report Share Posted June 12, 2011 at 01:05 PM @Larry, I am in the USA. I must admit I'm getting the answer I suspected. However, our state statues that govern Corporations, Partnerships and Associations (we are incorporated) read: Section 10-3A-32 - Quorum of members. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon, represented in person or by proxy, shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for any action to be taken unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.Since our by-laws are silent on the subject, I was thinking the 2nd sentence, beginning - "In the absense of any such provision" would allow for proxies. Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 12, 2011 at 01:20 PM Report Share Posted June 12, 2011 at 01:20 PM @Larry, I am in the USA. I must admit I'm getting the answer I suspected. However, our state statues that govern Corporations, Partnerships and Associations (we are incorporated) read: Section 10-3A-32 - Quorum of members. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon, represented in person or by proxy, shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for any action to be taken unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.Since our by-laws are silent on the subject, I was thinking the 2nd sentence, beginning - "In the absense of any such provision" would allow for proxies.You will need to ask a lawyer about this. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 13, 2011 at 12:32 AM Report Share Posted June 13, 2011 at 12:32 AM Section 10-3A-32 - Quorum of members. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon, represented in person or by proxy, shall constitute a quorum. ...Since our by-laws are silent on the subject, I was thinking the 2nd sentence, beginning - "In the absense of any such provision" would allow for proxies.If your bylaws have adopted Robert's Rules of Order Newly Revised as your parliamentary authority, then you DO have such a provision. And it prohibits voting by proxy. It appears on page 414, line 32, through page 415, line 2. It is intended to prohibit proxy voting in any legal context where the bylaws are allowed to prohibit it. Link to comment Share on other sites More sharing options...
Josh Martin Posted June 13, 2011 at 11:15 AM Report Share Posted June 13, 2011 at 11:15 AM If your bylaws have adopted Robert's Rules of Order Newly Revised as your parliamentary authority, then you DO have such a provision. And it prohibits voting by proxy. It appears on page 414, line 32, through page 415, line 2. It is intended to prohibit proxy voting in any legal context where the bylaws are allowed to prohibit it.This is quite correct, but it's probably best if Catherine still contacts a lawyer about this. Link to comment Share on other sites More sharing options...
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