Can Directors vote by proxy at Board meetings?
Directors may vote by proxy only if the governing documents provide the authority for such voting. The Colorado Nonprofit Corporation Act (at CRS 7-128-2-5) allows directors to vote by directed proxy (specific questions) only, not general proxy. In other words, the proxy giver must direct the proxy holder to vote a specific way on a specific matter rather than giving the proxy holder the right to vote however the proxy holder sees fit.
Related Questions
- Why must Appointed Directors vote on matters that come before the board? Can’t they just come to meetings and give advice?
- If I dont have someone carry in my proxy or choose to give someone authority to cast my vote, what happens to my vote?
- Does the chairperson have the deciding (casting) vote at any meetings?
