Washington Director's Proxy
Description
How to fill out Director's Proxy?
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FAQ
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.
What Is a 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.
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.
A: The short answer to your question is that members of the board of directors cannot use proxies to vote at board meetings when the director is not in attendance at the meeting. However, unit owners can use proxies to participate at membership meetings they do not physically attend.
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.
If unable to attend, a Director may appoint another Director to attend on his behalf by proxy which specifies the scope of authorization; any appointee shall not act as proxy for more than one Director.
For # 1, simply put in your unit number, such as 1010 or 4. For # 2, print the name of the person to whom you are giving your proxy form. It can be a friend, a relative, a neighbour, or the manager, or the president of the condo, or a board member. It is preferable that this is a person you trust.
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.
A proxy is therefore a representative or agent who is legally authorised to act on behalf of another party. Unfortunately, the Companies Act does not afford directors of a company the same right to appoint a proxy to represent them at a meeting of the board of directors.
(b).) Thus, in order to continue fulfilling their governance obligations remotely, board members may explore options available to them under state law. However, nonprofit board of directors cannot govern or take any action via proxy vote, i.e., after giving someone else power to vote on behalf of a director.
