Proxy Vtes

[Guest Committee Secretary]

There is a past president of our organization who is therefore an ex-officio member of our Executive Committee.  He attends all of the regular membership meetings, but is unable to attend the Executive Committee meetings all year.  Can he sign one proxy that covers every Executive Committee meeting, or must be send one every month?  Thank you!

[Joshua Katz]

RONR contains no rules about proxies, except that their use is prohibited unless provided for in your bylaws or applicable laws. So any answer to this question would need to be found in your rules authorizing the use of proxies.

[Guest Committee Secretary]

So, if the Bylaws allow proxies but don't specifically require a separate proxy for each meeting, one can be used for the year?

[Richard Brown]

On 8/13/2024 at 2:23 AM, Guest Committee Secretary said:

So, if the Bylaws allow proxies but don't specifically require a separate proxy for each meeting, one can be used for the year?

Yes, that has been my experience.  Any rules regarding the use of proxies will have to be in your own rules or governing documents. Procedures vary from one organization to another. Although a proxy is frequently only good for one meeting, that is not always the case.

[Gary Novosielski]

On 8/13/2024 at 3:23 AM, Guest Committee Secretary said:

So, if the Bylaws allow proxies but don't specifically require a separate proxy for each meeting, one can be used for the year?

That depends entirely on what your bylaws say with respect to proxies.  RONR simply prohibits them, so it will be a barren source of info on how to use them.

[Richard Brown]

On 8/13/2024 at 2:23 AM, Guest Committee Secretary said:

So, if the Bylaws allow proxies but don't specifically require a separate proxy for each meeting, one can be used for the year?

 

On 8/13/2024 at 1:29 PM, Gary Novosielski said:

That depends entirely on what your bylaws say with respect to proxies.  RONR simply prohibits them, so it will be a barren source of info on how to use them.

It also depends on what the proxy itself says. It has been my experience that most proxies that I have seen – maybe even all of them – specify what meeting or meetings the proxy is good for, or what the expiration date of the proxy is, or what the particular motion or motions are that the proxy can be used for.

[Josh Martin]

On 8/12/2024 at 11:32 PM, Guest Committee Secretary said:

Can he sign one proxy that covers every Executive Committee meeting, or must be send one every month? 

Well, he can't submit a proxy at all unless your bylaws or applicable law authorize proxies. If they do, you will have to refer 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

I would also double-check whether those rules authorize proxies for the Executive Committee. In my experience, that would be fairly unusual. Rules concerning proxies typically relate to meetings of the society's membership, not meetings of the Board of Directors or Executive Committee. Indeed, often applicable law will specifically prohibit the use of proxies for meetings of a board.

On 8/13/2024 at 2:23 AM, Guest Committee Secretary said:

So, if the Bylaws allow proxies but don't specifically require a separate proxy for each meeting, one can be used for the year?

What exactly do the bylaws say on this matter?