Nonprofit Corporation

Members of Board of Directors often seek to determine whether they can provide a proxy to someone to appear and vote for them at a meeting of the Board of Directors.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.

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.

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.

A proxy is a written statement by a shareholder (or unit owner, in the case of a homeowner association) that authorizes a specific other person to vote the shareholder's shares or common interests at a shareholder or special interest meeting.

Type the name of the motion to be voted on, such as Proposition 12, and whether you are for or against the motion. Type your full legal name at the end of the proxy vote. Include your signature underneath your name, as well as the date you signed the proxy vote.

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.