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

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US-03183BG
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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 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.

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).

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.

Members can appoint proxies to attend an AGM and vote on their behalf. The proxy should be appointed in writing, and the proxy form should be signed by the member.

Accordingly, holders of equity shares as well as holders of preference shares are entitled to receive Notices of General Meetings and to attend the Meetings. Further, Section 101 of the Act does not qualify the term Member by a restrictive expression entitled to vote.

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.

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.

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.

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.

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.

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