Printer Friendly

Clarifying proxy voting. (Legal).

Q: Can a nonprofit director vote by proxy?

A: No. A nonprofit director may never vote by proxy in a board meeting because of the special fiduciary duty imposed by law. A director is required to act in the best interest of the association by applying all of his or her accumulated experience and knowledge to the issues that come before the board, via the exercise of the director's independent and informed judgment. To fulfill 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 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, and a member of ASAE's Legal Section Council. The "Legal" item is not intended as legal advice but rather as an educational overview.
COPYRIGHT 2003 American Society of Association Executives
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2003, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

Article Details
Printer friendly Cite/link Email Feedback
Author:Truesdell, Mark E.
Publication:Association Management
Article Type:Brief Article
Geographic Code:1USA
Date:Jun 1, 2003
Previous Article:PIA of Florida achieves solid growth after two decades of decline. (Association Turnaround).
Next Article:DMA promotes antidrug campaign. (Parterships).

Related Articles
Current petition process working fine.
Conducting association business via e-mail.
What mystery shoppers look for.
Immunities and defenses for allegedly negligent inspections.
OMRON Notice of Partial Amendment of the Articles of Incorporation.
How about hydrogen?

Terms of use | Copyright © 2017 Farlex, Inc. | Feedback | For webmasters