Does New York State law prohibit proxy voting by board members of Non Profit Organization?
Answer See the following report at www.churchlawtoday.com/private/library/cltr/c0290341.htm … the state “Not-For-Profit Corporation Law” permits proxy voting unless prohibited by the corporation’s charter or bylaws. The court found no conflict between these two provisions, and accordingly concluded that the Not-For-Profit Corporations Law applied– meaning that proxy voting should be permitted unless specifically prohibited by the corporation’s charter or bylaws. The court noted that the bylaws adopted “Robert’s Rules or Order,” and that section 44 of Robert’s Rules of Order disallows proxy voting: “Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it [citing to Frankel v. Kissena Jewish Center, 544 N.Y.S.2d 955 (1989)].
