"Any time you have an opportunity to make a difference in this world and

you don't, then you are wasting your

time on Earth."

-- Roberto Clemente

Proxy Votes

I have never been a fan of proxy voting in associations. If I've been within two feet of your bylaws, I probably tried to talk you out of proxies. I win most times, but not always. You can count on my trying again.

With the advent of meeting technology and the modernization of most bylaws (necessitated by the global pandemic, sadly), there are ways that a member who wants a say at an Annual General or Special Meeting of Members can do so for themselves.

Some are confused about what a proxy is. A common definition is, "The authority to represent someone else, especially in voting." Hear this: If you are voting remotely (on line or by mail-in), or if you are joining via video or teleconference, you are IN ATTENDANCE and do not need to name a proxy. It is not about being in the room; it is about exercising your right to vote.

If your bylaws permit proxies and you designate a proxy, and then you attend the meeting remotely your proxy becomes null and void. Your vote will be expected from you personally, because you are deemed to be in attendance. And really, with so many options available, why would you not be able to be in attendance?

Okay, say your bylaws permit proxies and you really can't login or dial in. Then you should absolutely designate a proxy who will be at the meeting. In the corporate world, the proxy holder is usually the Chair of the Board but it doesn't have to be. In the non profit sector, it is usually another member in good standing.

Most of us would try to identify a proxy holder who will vote on the resolutions the way we would if we were there. But hey, there are no guarantees, especially if the resolution gets amended along the way. When you give away your vote, you give away some control.

Here are some best practices for using proxies:

1. Your proxy form must be signed by you. Depending on your bylaws, a signature offered electronically (e.g., email, scan, photo) should work as well as an original signature.
2. You have to name the person who will hold your proxy and they have to agree to do it.
3. Usually the proxy form must be received by someone in charge (e.g., secretary, chair, etc.) in advance of the meeting (often well in advance).
4. The proxy form is only good for that one meeting, although some bylaws allow it to carry into a continuation of that meeting after an adjournment.
5. The proxy form may or may not list each resolution with check boxes (In Favour, Opposed, Abstain) so you can give clear instructions to your proxy holder. Honestly, I've only seen that level of detail used once, and I never saw a single proxy holder reference it when it came time to vote. And of course, this still doesn't address amendments made by the assembly.
6. Your proxy is not transferrable. If your proxy holder has to leave the meeting to get to the hockey game in time, your proxy can't be passed off to another member in good standing. Your proxy is dead, along with your proxy-holders right to cast their own vote.
7. Similarly, proxies generally count towards quorum. If your proxy holder leaves along with your vote, the meeting may be in danger of losing quorum. Check your bylaws.

My position is that wherever possible I will choose to be IN ATTENDANCE from wherever I am and I will speak for myself. It's safer that way.

/lmwe