Floor nominations and proxies

[czecorican]

Our by-laws state that Directors are elected at the annual corporate meeting.  Guidelines are set as to who can and cannot vote.  Candidates are nominated during a nomination period and after that the nominations are closed.   Corporate members can gather proxies for the annual election (under certain parameters and without any limit on proxies secured).  Proxies are submitted at the annual meeting and counted (only good standing members).  

 

My question is...can a floor nomination bring proxies (on his/her behalf) to the annual meeting without other members knowing he is one of the choices?  Are the proxies valid?

[Guest Edgar]

See FAQ #10 (paying particular attention to the last sentence).

[czecorican]

From the FAQ#10:  "...the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR (11th ed.), pp. 428-29.]"  Our by-laws fail to be so specific.  It only states that such right to vote may be delegated to another member of the Corporation or the Board of Directors.  It does not cover duration, revocability, and so forth.  Even more, there are no limits on how many proxies a member can get and present.

 

Also, how about using proxies for floor nominations?  People who gave proxies before the floor nomination will not be aware of the new candidate/s, would that be acceptable?

 

Thank you.

[George Mervosh]

 Our by-laws fail to be so specific.

 

Sadly, we can be of no help to you in this case, as FAQ #10 notes.

[Gary Novosielski]

From the FAQ#10:  "...the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR (11th ed.), pp. 428-29.]"  Our by-laws fail to be so specific.  It only states that such right to vote may be delegated to another member of the Corporation or the Board of Directors.  It does not cover duration, revocability, and so forth.  Even more, there are no limits on how many proxies a member can get and present.

 

Also, how about using proxies for floor nominations?  People who gave proxies before the floor nomination will not be aware of the new candidate/s, would that be acceptable?

 

Thank you.

As you noted, "the answers to any questions... must be found in the provisions... which require..." the use of proxies.

 

We can only answer questions with answers that are found in RONR.