Guest Snow White Posted May 18, 2012 at 07:28 AM Report Share Posted May 18, 2012 at 07:28 AM I read in RONR that proxy voting is not encouraged. At our meeting to amend the By-laws, we had 4 proxy voters present.My question is: Do we have to meet a quorum before the proxy voters are counted, or do they count as part of the quorum? (I also feel that if we need 4 proxy voters to meet a quorum, then we should not be having a meeting to amend the By-laws.) Please cite the passages in RONR when answering this question. Link to comment Share on other sites More sharing options...
jstackpo Posted May 18, 2012 at 08:13 AM Report Share Posted May 18, 2012 at 08:13 AM "not encouraged" is way too mild a way of putting it. Proxy voting is totally improper and proxy votes cannot be accepted unless they are authorized in your bylaws (or by state incorporation law). p. 428And the bylaws that authorize them (if any) should contain whatever additional rules you need to administer proxy votes, such as your questions as to whether they count toward a quorum. So look to your bylaws for the answers to those questions. RONR doesn't have any. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 18, 2012 at 04:18 PM Report Share Posted May 18, 2012 at 04:18 PM I read in RONR that proxy voting is not encouraged. Actually, proxy voting is prohibited by RONR to the maximum extent permissible under the law. The authorization for proxy voting, and the rules of order pertaining to its use would be found in your bylaws. If there's nothing there, there's no proxy voting.(unless you have some strange law that prohibits the prohibiting of proxy voting for organizations such as yours) Link to comment Share on other sites More sharing options...
Guest Snow White Posted May 18, 2012 at 10:45 PM Report Share Posted May 18, 2012 at 10:45 PM Our By-laws state: The presence of the majority of the voting members of the Board of Governors, or their designated representatives, constitutes a quorum at Board meetings. It doesn't say that these representatives can even vote, so should we then refer to RONR concerning proxy voting?Also, at yesterday's board meeting there were two of these representatives who were not even dues paying members of our club. Link to comment Share on other sites More sharing options...
Rev Ed Posted May 18, 2012 at 11:57 PM Report Share Posted May 18, 2012 at 11:57 PM Are we talking about a Board meeting or a meeting of the general membership? If the former, then the By-laws would have to allow for proxies at Board meetings. In either case though, if proxies are allowed they would normally count towards quorum - which is normally the reason why an organization will allow proxies in my experience. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 19, 2012 at 12:36 AM Report Share Posted May 19, 2012 at 12:36 AM Our By-laws state: The presence of the majority of the voting members of the Board of Governors, or their designated representatives, constitutes a quorum at Board meetings. It doesn't say that these representatives can even vote, so should we then refer to RONR concerning proxy voting?Also, at yesterday's board meeting there were two of these representatives who were not even dues paying members of our club.There's nothing there about proxies. And there's nothing in RONR about proxy voting except a prohibition of it. Are you logically equating a "designated representative" with a proxy vote? I'm not sure they're quite the same thing.But if someone is counted in the quorum, the presumption is that they can vote, or there would be no point in including them. There is no rule that a member of the board must be a member of the club. At least no rule within RONR.Members of the board who are not members of the club would vote in board meetings, but not in general membership meetings. Link to comment Share on other sites More sharing options...
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