Proxy Quorums

[Tomm]

Assuming that your bylaws allow for proxy voting, would the bylaws need to specifically specify that the board can achieve a quorum with the use of proxies, or can it just be done?

[Gary Novosielski]

That would have to be stated in the section on quorum.   Proxies are pretty rare for boards, though.

[Josh Martin]

On 3/27/2023 at 10:55 PM, Tomm said:

Assuming that your bylaws allow for proxy voting, would the bylaws need to specifically specify that the board can achieve a quorum with the use of proxies, or can it just be done?

It would be necessary for the bylaws or applicable law to provide that proxies count toward the quorum. This is not assumed.

It may also be prudent to check applicable law on whether proxies are permitted at all. While the use of proxies for meetings of the general membership is not unusual, the use of proxies for meetings of the board of directors is often prohibited by law.