Proxy Voting at Annual Meeting of California Corporation

[Guest Stephanie]

Am I correct that our bylaws do not give authority to an annual meeting proxy holder to vote on matters not known beforehand? The bylaws appear to provide authority to the proxy holder to vote at will on matters known beforehand only if “best judgment” was selected.

If a matter comes up for a vote during the annual meeting, am I correct that only those present should be able to vote on the matter? I am president of this nonprofit mutual benefit corporation, and I am preparing for our annual meeting. Thanks in advance for your assistance.

The following is the language of Section 13, Voting, from our bylaws:

All regular members shall have equal voting rights, subject to the provisions of these bylaws, and each regular member shall be entitled to cast one (1) vote except in the election of directors of the club. In the election of directors, each member shall have one (1) vote for each vacancy to be filled on the Board of Directors. Voting rights are not cumulative.

A proxy must provide the choice for "approval", "disapproval", “best judgment” or "withheld" on each matter known beforehand to be submitted to the voters. If so marked, the proxy holder must vote accordingly. An unmarked proxy may be voted without restriction by the proxy holder. This shall be stated on the proxy itself.

[Rev Ed]

The By-law is up to the organization in interpret. However, based on the following statement from the By-law, it sounds like the proxy holder could vote on issues not known beforehand:

An unmarked proxy may be voted without restriction by the proxy holder.