Kel

[Guest Guest]

Our condo association Bylaws permit directed and undirected proxies to count toward meeting quorum and voting items of the advanced-notice meeting agenda [this is all in our Bylaws].  Our Proxy forms will clearly state the matter for a noticed vote with options to vote yes, no or assign to discretion of a proxy agent.  The Proxy also includes language assigning power of the proxy for all matters that come before the meeting.

Now - if, during a special meeting called for a specific business and vote, someone on the floor "objects to consideration of the question" or "moves to postpone the question indefinitely", may proxies properly received for that meeting [if any] be counted in the vote needed to respond to these secondary motions ?

My gut says that they should count, and are meant to count -  I'd like to be sure.  Robert's Rules are not used except in a most informal fashion for most of our meetings, so this is unfamiliar territory.  Thank you.

[Josh Martin]

Our condo association Bylaws permit directed and undirected proxies to count toward meeting quorum and voting items of the advanced-notice meeting agenda [this is all in our Bylaws].  Our Proxy forms will clearly state the matter for a noticed vote with options to vote yes, no or assign to discretion of a proxy agent.  The Proxy also includes language assigning power of the proxy for all matters that come before the meeting.

Now - if, during a special meeting called for a specific business and vote, someone on the floor "objects to consideration of the question" or "moves to postpone the question indefinitely", may proxies properly received for that meeting [if any] be counted in the vote needed to respond to these secondary motions ?

My gut says that they should count, and are meant to count -  I'd like to be sure.  Robert's Rules are not used except in a most informal fashion for most of our meetings, so this is unfamiliar territory.  

 

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

[Gary Novosielski]

Our condo association Bylaws permit directed and undirected proxies to count toward meeting quorum and voting items of the advanced-notice meeting agenda [this is all in our Bylaws].  Our Proxy forms will clearly state the matter for a noticed vote with options to vote yes, no or assign to discretion of a proxy agent.  The Proxy also includes language assigning power of the proxy for all matters that come before the meeting.

Now - if, during a special meeting called for a specific business and vote, someone on the floor "objects to consideration of the question" or "moves to postpone the question indefinitely", may proxies properly received for that meeting [if any] be counted in the vote needed to respond to these secondary motions ?

My gut says that they should count, and are meant to count -  I'd like to be sure.  Robert's Rules are not used except in a most informal fashion for most of our meetings, so this is unfamiliar territory.  Thank you.

 

So a proxy directed to vote Yes on a question should automatically be considered a Yes on any secondary motion?   That seems odd.  

 

Or does someone have to read the mind of the proxy issuer to determine how they might wish to vote if a question they did not anticipate were moved?  That seems even more odd.

 

It would be better, I think, if they showed up.

[Transpower]

Presumably the proxies should attempt to vote on these non-main motions in the same way as the original members would if they were present.

[Richard Brown]

I agree with Josh and RONR that the use of proxies is a matter to be decided by the organization itself, subject to possible state law provisions. 

 

With that in mind, my own thoughts are that if a member is holding a "directed proxy" directing him to vote a certain way on a certain issue or for a certain candidate for a certain office, and does not contain language giving the proxy holder the right to vote as he sees fit on other issues, then I think the proxy holder is restricted to using the proxy to vote solely on the issues specified in the proxy and in the manner specified.  I don't think it gives him the authority to vote on secondary motions or other motions.  However, I do believe it counts for quorum purposes.

 

All this is based on the assumption that there are no rules or laws or proxy provisions providing otherwise.

 

Edited to add:  I'm concerned about this language in the original post by "Guest Guest":  "The Proxy also includes language assigning power of the proxy for all matters that come before the meeting."

 

Is that an additional option that the member granting the proxy can mark if he wants it to apply, or is it language that applies to all proxies automatically regardless of whether the member granting the proxy wants to grant such power?  That sentence confuses things, and seems to turn what would otherwise be a directed proxy into a general proxy.  I would say it creates quite a conflict unless it is simply an additional option that the member granting the proxy can select.  I would also say that it is up to your organization to sort through this and to interpret the power granted by those proxies.