Proxy for Quorum Only

[Tomm]

Our organization allows for proxy's but has no procedures for a method to count those proxy's!?!? This is not a convention where delegates register with their proxy's, it's simply an Annual Membership meeting.

Crazy Question: Did you ever experience a situation where the proxy's were counted in the determination of achieving a quorum, but not used/counted when taking a vote?

[Richard Brown]

On 9/2/2022 at 10:39 AM, Tomm said:

Our organization allows for proxy's but has no procedures for a method to count those proxy's!?!? This is not a convention where delegates register with their proxy's, it's simply an Annual Membership meeting.

Crazy Question: Did you ever experience a situation where the proxy's were counted in the determination of achieving a quorum, but not used/counted when taking a vote?

It is not unusual for bylaws to state that a quorum shall consist of a certain number of members who are present “in person or by proxy”.  So, proxies frequently do count for quorum purposes.  

It will help if you tell us EXACTLY what your bylaws say in that regard and regarding the use of proxies in general.

Keep in mind that RONR prohibits the use of proxies unless authorized in your bylaws or required by law, and therefore offers no advice on the use of proxies

[Tomm]

On 9/2/2022 at 10:28 AM, Richard Brown said:

It will help if you tell us EXACTLY what your bylaws say in that regard and regarding the use of proxies in general.

Articles of Incorporation states:

"The Members of the Corporation shall be provided with the opportunity to vote by proxy in:

a. Amending the Articles of Incorporation

b. Members amending the Bylaws of the Corporation

c. The election of Directors*

d. Any other matter requiring an act of the members

*If the Bylaws provide for voting by mail in the election of Directors, the above-stated"

My thinking is; because there's a difference in proxy forms, one form gives the holder the permission to vote on all motions, and a second forms only gives the holder the permission to vote on specific motions. Every proxy is counted to establish a quorum but not every proxy will necessarily be counted when a vote is taken?  

[puzzling]

On 9/2/2022 at 7:45 PM, Tomm said:

Articles of Incorporation states:

"The Members of the Corporation shall be provided with the opportunity to vote by proxy in:

a. Amending the Articles of Incorporation

b. Members amending the Bylaws of the Corporation

c. The election of Directors*

d. Any other matter requiring an act of the members

*If the Bylaws provide for voting by mail in the election of Directors, the above-stated"

My thinking is; because there's a difference in proxy forms, one form gives the holder the permission to vote on all motions, and a second forms only gives the holder the permission to vote on specific motions. Every proxy is counted to establish a quorum but not every proxy will necessarily be counted when a vote is taken?  

Nice the articles of incorporation really send you into the wilderness, they or preferable the bylaws should supply the details, because RONR doesn't supply them.

what do the bylaws say about Quorum?

point d "any other matter requiring an act of the members" is vague and needs more details preferable in the bylaws.

the article does not prescribe different proxy forms , so where did that come from. (somewhere in the bylaws?)

(the article to me looks more an statement that gives member the right to do many things by proxy) 

[Josh Martin]

On 9/2/2022 at 10:39 AM, Tomm said:

Our organization allows for proxy's but has no procedures for a method to count those proxy's!?!?

Then they should develop some.

On 9/2/2022 at 10:39 AM, Tomm said:

Crazy Question: Did you ever experience a situation where the proxy's were counted in the determination of achieving a quorum, but not used/counted when taking a vote?

I believe I have heard of such a thing, although I have not experienced it personally.

On 9/2/2022 at 1:45 PM, Tomm said:

My thinking is; because there's a difference in proxy forms, one form gives the holder the permission to vote on all motions, and a second forms only gives the holder the permission to vote on specific motions. Every proxy is counted to establish a quorum but not every proxy will necessarily be counted when a vote is taken?  

I don't know whether this is correct or not. The rule in question does not appear to provide anything pertaining to quorum. To truly find answers to your questions on this matter, I expect you will also have to refer to the state laws governing your type of organization.

"A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR (12th ed.) 45:70–71.]" FAQ #10

Edited September 2, 2022 at 08:28 PM by Josh Martin

[Tomm]

On 9/2/2022 at 12:46 PM, puzzling said:

what do the bylaws say about Quorum?

We need 1,250 but I can't currently find where there's a reference stating that proxy's are included in the count for a quorum?

On 9/2/2022 at 12:46 PM, puzzling said:

point d "any other matter requiring an act of the members" is vague and needs more details preferable in the bylaws.

We can also do things by petition but that requires getting the signatures of 10% of the community, approx. 3,800! 

On 9/2/2022 at 12:46 PM, puzzling said:

the article does not prescribe different proxy forms , so where did that come from. (somewhere in the bylaws?)

When I requested a proxy form last year from the corporate office I had to choose which form I wanted, a general proxy or one for specific motions. They wouldn't allow me to have both????

[Josh Martin]

On 9/2/2022 at 3:27 PM, Tomm said:

We need 1,250 but I can't currently find where there's a reference stating that proxy's are included in the count for a quorum?

I would advise checking what applicable law says regarding this matter.

On 9/2/2022 at 3:27 PM, Tomm said:

When I requested a proxy form last year from the corporate office I had to choose which form I wanted, a general proxy or one for specific motions. They wouldn't allow me to have both????

This doesn't seem that crazy. There should not be a need for a person to have both forms at the same time.

[Dan Honemann]

We could do without all the question marks and exclamation marks after just about every declarative sentence.

[Tomm]

On 9/2/2022 at 1:30 PM, Josh Martin said:

I would advise checking what applicable law says regarding this matter.

Arizona Revised Statutes wants 10% of the community. The Corporation, at one point did lower the requirement to only 100 but that's when they held 3 Membership meetings a year, and they felt it would be to easy for only a few members with proxy's could upset the apple cart. They finally settled on one Annual Meeting with a quorum of 1,250.

My personal feeling is a quorum should be set at the level of participants you can reasonably expect to show up at a meeting. And holding more than just one meeting a year will allow bad decisions to be overturned in a relatively short time. 

[Richard Brown]

On 9/2/2022 at 3:27 PM, Tomm said:

We need 1,250 but I can't currently find where there's a reference stating that proxy's are included in the count for a quorum?

Please quote for us exactly what your bylaws do say about the quorum. Please quote the entire provision verbatim.

[Tomm]

On 9/2/2022 at 2:47 PM, Richard Brown said:

Please quote for us exactly what your bylaws do say about the quorum. Please quote the entire provision verbatim.

SECTION 3: MEMBERSHIP QUORUM A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting. Once a quorum has been established for any meeting, appropriate business may be conducted and decided by a majority vote of Members present unless otherwise required by the laws of the State of Arizona or Articles.

[Richard Brown]

On 9/2/2022 at 6:22 PM, Tomm said:

A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting

It’s ultimately up to your organization to decide the meaning of its bylaws, but, to me, the highlighted portion which refers to the members present OR REPRESENTED at a meeting . . . indicates pretty clearly that members can be present by way of proxy. That is fairly common language in  bylaws that require that a certain number of members be present in person or represented by proxy. I interpret that as the intent of your bylaws, but the actual interpretation is up to your members.  The wording is not perfect, but I believe the intent is clear.

[puzzling]

I am puzzling with the following suppose A may act  as  proxy for 10 other members, can he even  use these proxies if they don't count for the quorum? 

 

What would this mean for motions that need a majority of members (or proxies) present.

 

Not sure but Tomm's organisation seems very big (at least 1250 members) maybe best to get a professional parliamentarian or parliamentary lawyer to look into it.

 

 

[Josh Martin]

On 9/2/2022 at 3:58 PM, Tomm said:

Arizona Revised Statutes wants 10% of the community. The Corporation, at one point did lower the requirement to only 100 but that's when they held 3 Membership meetings a year, and they felt it would be to easy for only a few members with proxy's could upset the apple cart. They finally settled on one Annual Meeting with a quorum of 1,250.

To be more specific, my suggestion was that you check to see what applicable law says pertaining to proxies and the quorum. They may, for instance, provide that a quorum is based upon members present "in person or by proxy." (Although now that we have seen the exact language of the bylaws on this matter, I think this question may be settled.)

On 9/2/2022 at 3:58 PM, Tomm said:

My personal feeling is a quorum should be set at the level of participants you can reasonably expect to show up at a meeting. And holding more than just one meeting a year will allow bad decisions to be overturned in a relatively short time. 

RONR does indeed suggest that "The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions." RONR (12th ed.) 40:3

I express no view on how frequently meetings should be held. I leave that to the organization's discretion.

On 9/2/2022 at 11:21 PM, Richard Brown said:

It’s ultimately up to your organization to decide the meaning of its bylaws, but, to me, the highlighted portion which refers to the members present OR REPRESENTED at a meeting . . . indicates pretty clearly that members can be present by way of proxy. That is fairly common language in  bylaws that require that a certain number of members be present in person or represented by proxy. I interpret that as the intent of your bylaws, but the actual interpretation is up to your members.  The wording is not perfect, but I believe the intent is clear.

I agree. There is no reason to include the words "or represented" that I can think of except to refer to proxies.

On 9/3/2022 at 6:12 AM, puzzling said:

I am puzzling with the following suppose A may act  as  proxy for 10 other members, can he even  use these proxies if they don't count for the quorum? 

Based upon the additional facts we have received, it appears that proxies count toward the quorum in this organization.

But yes, it is conceivable that in a different organization, the rules would be such that proxy votes are permitted, but such votes would not count toward the quorum.

On 9/3/2022 at 6:12 AM, puzzling said:

What would this mean for motions that need a majority of members (or proxies) present.

What it would mean is that if a quorum is present, the assembly can conduct business, and if a quorum is not present, the assembly cannot conduct business. Other than that, this would have no effect on the conduct of business in the assembly.