Proxy Consent

[Guest D.T.]

The Board Secretary term is up for re-election.  Thoughts on whether the current secretary can send in a proxy letter advising that she would like to be elected.

I believe this can be done, however some members say it cannot.

Guidance would be appreciated.

[Richard Brown]

12 minutes ago, Guest D.T. said:

The Board Secretary term is up for re-election.  Thoughts on whether the current secretary can send in a proxy letter advising that she would like to be elected.

I believe this can be done, however some members say it cannot.

Guidance would be appreciated.

RONR makes no mention of a “proxy letter” and I’m not really sure what you mean by the use of the term. It sounds like you are referring to a letter from her saying that she is willing to serve again. Is that what you mean?

What do your bylaws require in that regard? Is there some sort of requirement for advance consent to serve in your bylaws? There is no such requirement in RONR.

[Chris Harrison]

Agreeing with Mr. Brown I would also add that if her intent for sending the letter is merely to let the members know she would be willing to serve again if elected I see no reason why it couldn't be permitted.  I can see the benefits of doing so if the custom of the organization is to only nominate and elect those who are at the meeting (maybe it is difficult to conduct another round of voting later if the elected person declines the office?) and she wanted to remove that concern.

[Josh Martin]

3 hours ago, Guest D.T. said:

The Board Secretary term is up for re-election.  Thoughts on whether the current secretary can send in a proxy letter advising that she would like to be elected.

I believe this can be done, however some members say it cannot.

Guidance would be appreciated.

I advise not using the term “proxy” in this context as that word has a particular meaning in parliamentary law which does not seem to match the situation described here.

“A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it.” (RONR, 11th ed., pg. 428)

Setting that aside, the question appears to be whether the Secretary may send in a letter advising that she would like to be reelected (in lieu of appearing at the election meeting to accept her election in person) and whether, if such a letter is sent, the Secretary may be elected. The answer to this question is clearly “Yes, unless your rules provide otherwise.” Indeed, I would note that unless your rules provide otherwise, the Secretary could be elected even if she did not send such a letter, although the Secretary indicating her willingness to serve in advance does save the few steps.

“An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline.” (RONR, 11th ed., pg. 444)

So as noted above, RONR specifically discusses the possibility of electing a person who is absent and has consented to their candidacy prior to the meeting (such as, for instance, by sending a letter to this effect).

Edited December 16, 2019 at 05:37 PM by Josh Martin