Executive committee voting by proxy

[Guest JMurphy]

Our executive committee has 7 voting members, one non voting Ex Chairman. We recently had a meeting to replaced a recent resignation. 4 voting members were present and voted 2:2. The Ex Chair said he had two proxies from the missing members. With those votes results were 4 for:2 against.  Are proxies able to be used in this manner? It is not covered in our by law as for exec meetings. 

[Rob Elsman]

The use of proxies is prohibited when the rules in RONR (12th ed.) are controlling, because voting by proxy violates the fundamental principle of parliamentary law that voting is restricted to members who are actually present in the one room or area where the meeting is held. RONR (12th ed.) 45:56.

Edited January 25, 2024 at 03:11 AM by Rob Elsman

[Josh Martin]

On 1/24/2024 at 9:00 PM, Guest JMurphy said:

Our executive committee has 7 voting members, one non voting Ex Chairman. We recently had a meeting to replaced a recent resignation. 4 voting members were present and voted 2:2. The Ex Chair said he had two proxies from the missing members. With those votes results were 4 for:2 against.  Are proxies able to be used in this manner? It is not covered in our by law as for exec meetings. 

Proxy votes are not permitted to be used in any manner unless authorized in your organization's bylaws or applicable law. If they are authorized, you'll have to look to those rules to answer your questions.

"10. Should proxy votes be counted?

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

While I am not an attorney and cannot provide legal advice for your organization, I will note that, generally speaking, to the extent the bylaws or applicable law authorize the use of proxies at all, they do so for meetings of the full membership, not for the board or executive committee.

Edited January 25, 2024 at 05:39 PM by Josh Martin