proxies

[Guest Janet]

If our bylaws say tha proxy votes are valid but the corporations act says they are not what does the co-op have to adhere to

We have accepted proxies since the co-op started . just need to know the right way to do this for our next election of directors

[Dan Honemann]

If our bylaws say tha proxy votes are valid but the corporations act says they are not what does the co-op have to adhere to

We have accepted proxies since the co-op started . just need to know the right way to do this for our next election of directors

I suggest you consult a lawyer to determine whether or not applicable law precludes the use of proxies in your case.

[jstackpo]

If the law says "No", that ends it. State law supersedes your bylaws - p. 10.

But I'd check with a lawyer before making big changes -- the exact phrasing of the law, and your bylaws, is critical.

[Trina]

I'm not disagreeing with the 'check with a lawyer' advice. However, before doing that, make sure you actually sit down and read your bylaws and the relevant part of the law carefully yourselves, if you have not already done so -- the answer to your question may be apparent without requiring the 'interpretation' services of a professional.

[Dan Honemann]

I'm not disagreeing with the 'check with a lawyer' advice. However, before doing that, make sure you actually sit down and read your bylaws and the relevant part of the law carefully yourselves, if you have not already done so -- the answer to your question may be apparent without requiring the 'interpretation' services of a professional.

Then, after you've done all this, consult a lawyer if you really need to be sure whether or not applicable law precludes the use of proxies in your case.

[Trina]

Then, after you've done all this, consult a lawyer if you really need to be sure whether or not applicable law precludes the use of proxies in your case.

Well, sure, if they've actually read the statute and are still uncertain.

I was picturing the situation when someone announces, "you know, the corporation law in our state doesn't allow the use of proxies!" and confusion ensues before anyone in the organization actually looks at the statute. For example, the language of the footnote on p. 580 mentions, "any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence" -- if one looks at the troubling statute, and finds language that does authorize the provisions of an organization's bylaws to take precedence on a particular matter, then the question is probably clearly answered without calling up an attorney. Call me stingy, but reading the statute seems the sensible first step.

[Dan Honemann]

Well, sure, if they've actually read the statute and are still uncertain.

I was picturing the situation when someone announces, "you know, the corporation law in our state doesn't allow the use of proxies!" and confusion ensues before anyone in the organization actually looks at the statute. For example, the language of the footnote on p. 580 mentions, "any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence" -- if one looks at the troubling statute, and finds language that does authorize the provisions of an organization's bylaws to take precedence on a particular matter, then the question is probably clearly answered without calling up an attorney. Call me stingy, but reading the statute seems the sensible first step.

The problem with simply reading a statute is that you may think you understand what it says, and to whom it applies, but without being familiar with the cases which have interpreted it, and the regulations which have amplified it, you may very well be wrong. Knowledge of all of this regulatory and judicial gloss, which virtually all statutes acquire over time, is usually essential to arriving at a proper understanding of their provisions.

In other words, don't play lawyer, and certainly never play lawyer here in this forum.

[Gary Novosielski]

Well, sure, if they've actually read the statute and are still uncertain.

I think the wrathful one's point is that it is entirely possible to be completely certain, and yet dangerously wrong.

[Tim Wynn]

If our bylaws say tha proxy votes are valid but the corporations act says they are not what does the co-op have to adhere to

We have accepted proxies since the co-op started . just need to know the right way to do this for our next election of directors

According to Robert's Rules of Order, which is the focus of this forum, procedural rules prescribed by local, state, or national law supersede the bylaws of an organization. However, determining the existence, meaning, and applicability of such procedural rules is beyond the scope of this forum.

(I trust that Dan realizes that part of the fun and benefit of this forum is drafting responses simply to see if they meet with his approval)

[sMargaret]

(I trust that Dan realizes that part of the fun and benefit of this forum is drafting responses simply to see if they meet with his approval)

Much becomes clear with this statement.

[Tim Wynn]

Much becomes clear with this statement.

And much becomes hazy with this one.