Proxy Voting

[Guest James Ross]

Hi.

Question about proxies. Our organization's bylaws allow each meeting attendee to carry one proxy of a member not in attendance.

At our last meeting, the corresponding secretary knew that 12 members who could not attend had submitted proxies, 6 indicating that they wanted to vote YES and 6 indicating that they wanted to vote NO on the big question of the day. However, when we voted at the meeting, the proxy votes broke out 6 YES and only 2 NO. The vote of those in attendance was 18 YES to 5 NO.

I can only think that some in attendance who were carrying the NO proxies chose not to vote for them - I mean they chose not to vote the proxy at all.

Are proxy carriers allowed to do this - to essentially sit on the proxy? And would the correct vote total by 24 YES to 7 NO?

thanks so much!

[Richard Brown]

2 minutes ago, Guest James Ross said:

Are proxy carriers allowed to do this - to essentially sit on the proxy?

RONR has very little to say about proxies other than that they are not permissible unless provided for in the bylaws (as yours apparently do) or are required by law.  Any questions regarding the use of proxies will have to be resolved by the members of your organization based on its own rules and law.  RONR provides no guidance. 

[Guest James Ross]

Okay, thanks so much.

[Josh Martin]

14 hours ago, Guest James Ross said:

Question about proxies. Our organization's bylaws allow each meeting attendee to carry one proxy of a member not in attendance.

At our last meeting, the corresponding secretary knew that 12 members who could not attend had submitted proxies, 6 indicating that they wanted to vote YES and 6 indicating that they wanted to vote NO on the big question of the day. However, when we voted at the meeting, the proxy votes broke out 6 YES and only 2 NO. The vote of those in attendance was 18 YES to 5 NO.

I can only think that some in attendance who were carrying the NO proxies chose not to vote for them - I mean they chose not to vote the proxy at all.

Are proxy carriers allowed to do this - to essentially sit on the proxy? And would the correct vote total by 24 YES to 7 NO?

Regarding the first question of whether the proxy holders are allowed to do this, I concur with Mr. Brown that this depends on the organization's rules (and possibly applicable law) governing the use of proxies. I suppose the question will hinge upon 1) whether members are permitted to give instructions as to how their proxy shall be cast on particular votes, 2) whether the members in question did, in fact, give such instructions, and 3) to what extent these instructions are enforceable. If the organization's rules on this matter are currently unclear, it may be desirable to amend them.

Notwithstanding whether the proxy holders are permitted to do this, however, it seems this is in fact what happened, and I am extremely doubtful that the results can be changed after the fact. So since the votes of the proxy holders which were actually cast were 6 yes votes and 2 no votes, it would seem the total votes cast were 24 yes to 7 no. It doesn't seem that the four "missing" no votes would have made a difference anyway.