Proxies Given to Directors to Vote at Annual Meeting

[Enolaw34]

If the bylaws allow a member who cannot attend the annual general meeting to mail-in an absentee ballot for election of directors OR to give a proxy to the entire board or to the majority of the board for that election, how can tellers tally the proxy vote marked either to the entire board or to the majority of the board?  These bylaws were apparently drafted and adopted many years ago with no understanding of § 45 in RONR! 

[Josh Martin]

2 hours ago, Enolaw34 said:

If the bylaws allow a member who cannot attend the annual general meeting to mail-in an absentee ballot for election of directors OR to give a proxy to the entire board or to the majority of the board for that election, how can tellers tally the proxy vote marked either to the entire board or to the majority of the board?  These bylaws were apparently drafted and adopted many years ago with no understanding of § 45 in RONR! 

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

[Atul Kapur]

Just so I'm clear, are you saying that instead of giving the proxy to a single person that they can give the proxy to the entire board or a majority of the board?

I ask because this would be so unusual. If that is actually what your bylaws say, how has your organization been interpreting it up until now?

 

[Bruce Lages]

In addition to Dr. Kapur's question about how your organization has been interpreting a proxy given to the entire board, can you also tell us specifically what the entire board, or even a majority of the board, has done with such proxies given to it in the past?

Edited January 7, 2020 at 04:45 PM by Bruce Lages