Clarifying proxy voting. (Legal).Q: Can a nonprofit A corporation or an association that conducts business for the benefit of the general public without shareholders and without a profit motive.
Nonprofits are also called not-for-profit corporations. Nonprofit corporations are created according to state law. director vote by proxy?
A: No. A nonprofit director may never vote by proxy in a board meeting because of the special fiduciary duty Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary
legal duty - acts which the law requires be done or forborne imposed by law. A director is required to act in the best interest of the association by applying all of his or her accumulated ac·cu·mu·late
v. ac·cu·mu·lat·ed, ac·cu·mu·lat·ing, ac·cu·mu·lates
To gather or pile up; amass. See Synonyms at gather.
To mount up; increase. experience and knowledge to the issues that come before the board, via the exercise of the director's independent and informed judgment. To fulfill ful·fill also ful·fil
tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils
1. To bring into actuality; effect: fulfilled their promises.
2. that fiduciary duty, the director is expected to
* read all background material provided by staff;
* attend board meetings;
* contribute knowledgeably and productively to discussion of issues at the board meeting;
* consider thoughtfully all valid points made during the discussion; and
* vote in the best interest of the association.
A director cannot fulfill that duty by voting by proxy. However, if unable to attend a board meeting in person, a director can attend telephonically. Virtually all states allow telephonic participation and voting by a director, if all individuals in attendance are able to hear one another. In that way, all directors can contribute knowledgeably and productively to the board discussion and consider thoughtfully all points made by other board members before voting.
On the other hand, nearly all state nonprofit statutes allow an association member to vote by proxy at a membership meeting, unless the articles or bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management.
Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an state otherwise. Where the members elect directors or officers, the bylaws may even allow these elections to be conducted by mail.
Submitted by Mark E. Truesdell, an attorney with Beving, Swanson, and Forest PC, Des Moines Des Moines, city, United States
Des Moines (dĭ moin`), city (1990 pop. 193,187), state capital and seat of Polk co., S central Iowa, at the junction of the Des Moines and Raccoon rivers; inc. , and a member of ASAE's Legal Section Council. The "Legal" item is not intended as legal advice but rather as an educational overview.