California Member's General Proxy for Meetings of the Members of a Nonprofit Corporation

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US-03183BG
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Description

This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.

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FAQ

A member can appoint any other person to act as his proxy; it does not have to be another shareholder of the company. In practice, where the voting at a general meeting is to be held on a poll rather than a show of hands, many shareholders opt to appoint the chairman of the meeting to be their proxy.

Proxy voting is a form of voting whereby a member of a decision-making body may delegate their voting power to a representative, to enable a vote in absence. The representative may be another member of the same body, or external.

Under California law, the corporation must have a president, a secretary and a chief financial officer (treasurer), all of whom are chosen by the board of directors. Any two or more offices may be held by the same person. The general scope of the duties of each officer is outlined in the bylaws.

Shareholders not attending a company's annual general meeting (AGM) may vote their shares by proxy by allowing someone else to cast votes on their behalf, or they may vote by mail.

Can the same person be the President, Secretary and Treasurer of a corporation? Yes.

In the world of meetings proxy means a substitute sent by a members to attend a meeting on his behalf. The idea comes from the Companies Act. Sec. 176 of the Act provides that a member of a company is entitled to send another person to attend a meeting and to vote on his behalf.

Under California's Nonprofit Corporation Law, voting from a remote location (via phone or virtual meeting) is generally permissible. However, voting by proxy is not. The Corporations Code explicitly prohibits members of a nonprofit's board of directors from voting by proxy.

In all probability, no. Unless your state nonprofit corporation law provides specific statutory authority for proxy voting by directors (and only a few provide some limited authority to do so), the general rule is that directors may not vote by proxy.

However, it is basic general corporate law that a Board member cannot give a proxy to someone to appear and vote in his place at a meeting. The reasons therefor include the increased liabilities and the personal responsibility.

Any number of offices may be held by the same person unless the articles or bylaws provide otherwise, except that no person serving as the secretary, the treasurer, or the chief financial officer may serve concurrently as the president or chair of the board.

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California Member's General Proxy for Meetings of the Members of a Nonprofit Corporation