A shareholder has the right to authorize another to vote the shares owned by the shareholder. This is known as voting by proxy.
Puerto Rico Members General Proxy For Meetings of the Members of a Nonprofit Corporation
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FAQ
There is no specific law precluding a Board member from granting a proxy to a third party to appear at a Board meeting in place of such Board member. 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.
Can a Director appoint a Proxy to attend a board meeting? Well, the answer is NO. A director can not appoint a proxy, who on behalf of the director can attend the meeting of the board of directors (board meeting).
What's a Proxy Server? A proxy server acts as a gateway between you and the internet. It's an intermediary server separating end users from the websites they browse. Proxy servers provide varying levels of functionality, security, and privacy depending on your use case, needs, or company policy.
A member of a company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, speak and vote at a meeting of the company. A member can appoint any other person to act as his proxy; it does not have to be another shareholder of the company.
A proxy is an agent legally authorized to act on behalf of another party or a format that allows an investor to vote without being physically present at the meeting.
The proxy rules require the company to provide certain disclosures in a proxy statement to its shareholders, together with a proxy card in a specified format, when soliciting authority to vote the shareholders' shares.
Most states only allow members to use proxy voting. Other states, like Arizona, allow proxy voting for members and directors. The non-profit's bylaws will spell out any other rules for using proxies.
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.
There are very limited rights bestowed upon a proxy. He can attend the meeting for which he has been appointed. He can vote in the meeting only on a poll as per proviso to Section 105(1) of CA.
As such, board members have to physically attend board meetings in order to vote and cannot use a proxy to vote at a board meeting they do not physically attend.