Proxy issued

[Guest Greg Linnell]

If proxies are granted for a specific meeting, i.e., expiring after the scheduled meeting has concluded, do those proxies count towards a quorum of members present?

[George Mervosh]

See FAQ#10

[paulmcclintock]

If proxies are granted for a specific meeting, i.e., expiring after the scheduled meeting has concluded, do those proxies count towards a quorum of members present?

RONR, 10th ed., p. 414, says "A proxy is a power of attorney given by one person to another to vote in his stead...." A quorum is the minimum number of "members" that must be present to conduct business. A "member" is one with the standard rights of members, especially the right to make, debate and vote on motions. RONR doesn't directly answer your question, but it would be reasonable in my opinion to consider the proxy-holder (the person at the meeting to whom the absent member assigned his right to vote at this meeting) in the count of members because he has the right to vote. (As to whether he has the right to debate, or make motions, is also not clearly answered in RONR, but in the same section as cited already, its use of "voice and vote" hints that at least debate rights go to the proxy holder: "where the ownership is transferable, the voice and vote of the member also is transferable, by use of a proxy."

Now if "Demeter’s Manual of Parliamentary Law and Procedure" (George Demeter, 1969) were your parliamentary authority the answer would be different. It discusses proxies on pp. 155-156 and says, "Proxy votes may not be counted to make a quorum unless so authorized in the documentary authority [e.g., bylaws]."

Find out if there is some governing law (such as nonprofit corporation law, or homeowners law) that might answer this question for your particular group.

[Josh Martin]

A "member" is one with the standard rights of members, especially the right to make, debate and vote on motions. RONR doesn't directly answer your question, but it would be reasonable in my opinion to consider the proxy-holder (the person at the meeting to whom the absent member assigned his right to vote at this meeting) in the count of members because he has the right to vote. (As to whether he has the right to debate, or make motions, is also not clearly answered in RONR, but in the same section as cited already, its use of "voice and vote" hints that at least debate rights go to the proxy holder: "where the ownership is transferable, the voice and vote of the member also is transferable, by use of a proxy."

Well, that one seems debatable, but I would think that each person counts as no more than one member for the purposes of determining if a quorum is present, regardless of how many proxies he holds, unless the Bylaws or applicable law suggest otherwise.

[Kim Goldsworthy]

If proxies are granted for a specific meeting, i.e., expiring after the scheduled meeting has concluded,

do those proxies count towards a quorum of members present?

No.

You would have to have a rule in place (e.g., your state's corporations code; your articles of incorporation; etc.) which says that your quorum rule allows for such proxy participation, worded similarly to "... present in person or by proxy ...".

If your quorum rule does not allow for it, then it's ballgame over, since, certainly, you know now that Robert's Rules of Order does not allow for it.

[hmtcastle]

Now if "Demeter’s Manual of Parliamentary Law and Procedure" (George Demeter, 1969) were your parliamentary authority the answer would be different. It discusses proxies on pp. 155-156 and says, "Proxy votes may not be counted to make a quorum unless so authorized in the documentary authority [e.g., bylaws]."

I'm not sure the answer would be any different. Demeter (if you say so) says proxy votes (i.e. proxies?) are not counted towards the quorum. RONR says nothing to the contrary. So one says "no" and the other doesn't say "yes".

Well, that one seems debatable, but I would think that each person counts as no more than one member for the purposes of determining if a quorum is present, regardless of how many proxies he holds, unless the Bylaws or applicable law suggest otherwise.

If the "one person" is not a member, then he either doesn't count as a member (my opinion) or he counts as as many members as he holds proxies for. I see no reason to grant any special status to any one of the several proxies a non-member may hold.

Of course if the proxy holder is a member, then he either counts as himself or, again, all or none of the proxy grantors.