Proxy Rules in Board meetings held remotely[on phone]

[Guest pinky]

In  a BOD meeting a motion was made and one of seven members did not respond so the secretary was told by the President AFTER the meeting that the absent Board member had given him her proxy and she would have voted YES. THE PRESIDENT DID NOT INFORM THE BOARD in advance of the meeting or on the beginning of the call or at all on the call.  Should the minutes read the Board Member's name and then NR[No response], or NA[no answer] or just not write the Board member's name for that vote, or write Yes due to the proxy? Since the Board member was NOT on the  Roll call, but DID dip in from time to time[she was driving and cell service was intermittent], should the secretary write her name and then NP[no reply]? What's the RR of Order on this? thank you.

[Josh Martin]

55 minutes ago, Guest pinky said:

Should the minutes read the Board Member's name and then NR[No response], or NA[no answer] or just not write the Board member's name for that vote, or write Yes due to the proxy?

For starters, it should be noted that proxy votes are not permitted unless authorized in your bylaws. It should also be noted that electronic meetings are not permitted unless authorized in your bylaws.

"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 (12th ed.) 45:70

"Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present." RONR (12th ed.) 9:30

If proxies are not permitted, the member's name should not be recorded at all. Members who respond to the roll call are recorded. Those who do not respond are not recorded unless it is necessary to record their names to indicate the presence of a quorum. Members who are not even present during the roll call would certainly not be recorded.

"In roll-call voting, a record of how each member voted, as well as the result of the vote, is entered in full in the journal or minutes. If those responding to the roll call do not total a sufficient number to constitute a quorum, the chair must direct the secretary to enter the names of enough members who are present but not voting to reflect the attendance of a quorum during the vote." RONR (12th) ed. 45:52

It also seems to me that even if proxies are permitted under your rules, the member's vote still should not be recorded. A proxy is a means by which a person temporarily authorizes another person to vote in their stead. That person must, however, still actually cast the vote at the time of the vote. We are told that "the secretary was told by the President AFTER the meeting that the absent Board member had given him her proxy and she would have voted YES." This is much too late for a vote to be cast.

55 minutes ago, Guest pinky said:

Since the Board member was NOT on the  Roll call, but DID dip in from time to time[she was driving and cell service was intermittent], should the secretary write her name and then NP[no reply]?

It is somewhat unclear to me whether the member was or was not present during the roll call. If the person was not present during the roll call, then the member's name certainly should not be recorded. Even if the member was present during the roll call, persons who do not reply during the roll call are recorded only if necessary to demonstrate the presence of a quorum.

Edited October 28, 2020 at 09:28 PM by Josh Martin

[Richard Brown]

1. Agreeing, I think, with Mr. Martin, it seems clear to me that the member should not be recorded as having voted by proxy.  That member's name should either be not mentioned at all in the results of that roll call vote or, at most, should be listed as "not voting" or not present.

[Gary Novosielski]

On 10/28/2020 at 4:32 PM, Guest pinky said:

In  a BOD meeting a motion was made and one of seven members did not respond so the secretary was told by the President AFTER the meeting that the absent Board member had given him her proxy and she would have voted YES. THE PRESIDENT DID NOT INFORM THE BOARD in advance of the meeting or on the beginning of the call or at all on the call.  Should the minutes read the Board Member's name and then NR[No response], or NA[no answer] or just not write the Board member's name for that vote, or write Yes due to the proxy? Since the Board member was NOT on the  Roll call, but DID dip in from time to time[she was driving and cell service was intermittent], should the secretary write her name and then NP[no reply]? What's the RR of Order on this? thank you.

First, as has been noted, proxy voting is prohibited by RONR to the greatest extent permissible by law, unless provided for in your bylaws.

Also, according to your description, the president made no mention of this proxy while voting was taking place, and even if proxy voting were allowed, the president failed to cast that proxy vote.  So the vote stands as recorded at the time of the meeting.

Attending a meeting by phone is not permitted unless provided for in your bylaws, so the member was probably simply absent.

[Richard Brown]

10 minutes ago, Gary Novosielski said:

Attending a meeting by phone is not permitted unless provided for in your bylaws, so the member was probably simply absent.

I think the rules can be suspended by a two thirds vote to permit the absent members to participate in debate (or at least to be heard) by phone, but I agree that they cannot be permitted to vote unless the bylaws permit it or state law requires it.

[Gary Novosielski]

1 minute ago, Richard Brown said:

I think the rules can be suspended by a two thirds vote to permit the absent members to participate in debate (or at least to be heard) by phone, but I agree that they cannot be permitted to vote unless the bylaws permit it or state law requires it.

Yes, the question was relating to how the vote (non-vote) should be recorded.  I

[Nathan Zook]

Once the chairman declares the results of a vote, there is a very narrow time frame in which the results might be changed.  In particular, since any business which occurs after a vote is finalized can be effected by the result, the start of any business post-vote "seals" the result, barring exceptional circumstances.