board member not present

[Guest Jeaneen]

In our bylaws proxys can be used for voting but it does not say anything about a board member not being present during a meeting and giving it to a non-member to vote for them and talk to them over the phone. Doesnt it say somewhere that board member not persent meams no vote?

[hmtcastle]

Doesnt it say somewhere that board member not persent meams no vote?

See FAQ #10 for what RONR has to say about proxies.

[Gary Novosielski]

In our bylaws proxys can be used for voting but it does not say anything about a board member not being present during a meeting and giving it to a non-member to vote for them and talk to them over the phone. Doesnt it say somewhere that board member not persent meams no vote?

Yes it does, but it also says your bylaws take precedence, and they (apparently) say it doesn't.

RONR expressly prohibits board members from delegating their decision-making powers to others. And that's exactly what a proxy is.

RONR takes a dim view of using proxies even for votes of the Membership, and is absolutely proscriptive in the case of boards of directors.

But they're your bylaws, so you are stuck with the task of interpreting what they mean.

Good luck.