Nonprofit Organization Settings
Proxy voting is automatically prohibited in organizations that have adopted Robert's Rules of Order (RONR) or The Standard Code of Parliamentary Procedure (TSC) as their parliamentary authority, unless it is provided for in its bylaws or charter or required by the laws of its state of incorporation. Robert's Rules, 10th Edition expands this such that "if the law under which an organization is incorporated allows proxy voting to be prohibited by a provision of the bylaws, the adoption of this book as a parliamentary authority by prescription in the bylaws should be treated as sufficient provision to accomplish that result" (RONR 10th ed. pp. 414–415, l. 33-2). Demeter says the same thing, but also states that "if these laws do not prohibit voting by proxy, the body can pass a law permitting proxy voting for any purpose desired." RONR opines, "Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable. In a stock corporation, on the other hand, where the ownership is transferable, the voice and vote of the member also is transferable, by use of a proxy.". While Riddick opines that "proxy voting properly belongs in incorporate organizations that deal with stocks or real estate, and in certain political organizations," it also states, "If a state empowers an incorporated organization to use proxy voting, that right cannot be denied in the bylaws." Riddick further opines, "Proxy voting is not recommended for ordinary use. It can discourage attendance, and transfers an inalienable right to another without positive assurance that the vote has not been manipulated."
Parliamentary Law expounds on this point:
| “ | It is used only in stock corporations where the control is in the majority of the stock, not in the majority of the stockholders. If one person gets control of fifty-one per cent of the stock he can control the corporation, electing such directors as he pleases in defiance of the hundreds or thousands of holders of the remaining stock. The laws for stock corporations are nearly always made on the theory that the object of the organization is to make money by carrying on a certain business, using capital supplied by a large number of persons whose control of the business should be in proportion to the capital they have put into the concern. The people who have furnished the majority of the capital should control the organization, and yet they may live in different parts of the country, or be traveling at the time of the annual meeting. By the system of proxy voting they can control the election of directors without attending the meetings. | ” |
Nonetheless, it is common practice in conventions for a delegate to have an alternate, who is basically the same as a proxy. Demeter's Manual notes that the alternate has all the privileges of voting, debate and participation in the proceedings to which the delegate is entitled. Moreover, "if voting has for years...been conducted...by proxy...such voting by long and continuous custom has the force of law, and the proceedings are valid."
Thomas E. Arend notes that U.S. laws allow proxy votes to be conducted electronically in certain situations: "The use of electronic media may be permissible for proxy voting, but such voting is generally limited to members. Given the fiduciary duties that are personal to each director, and the need for directors to deliberate to ensure properly considered decisions, proxy voting by directors is usually prohibited by statute. In contrast, a number of state nonprofit corporate statutes allow for member proxy voting and may further allow members to use electronic media to grant a proxy right to another party for member voting purposes." Sturgis agrees, "Directors or board members cannot vote by proxy in their meetings, since this would mean the delegation of a discretionary legislative duty which they cannot delegate."
Proxy voting, even if allowed, may be limited to infrequent use if the rules governing a body specify minimum attendance requirements. For instance, bylaws may prescribe that a member can be dropped for missing three consecutive meetings.
The Journal of Mental Science noted the arguments raised against adopting proxy voting for the Association. These included that possibility that it would diminish attendance at meetings. The rejoinder was that people did not go there to vote; they attending the meetings for the sake of the meeting, the discussion, and the good fellowship.
In 2005, the Libertarian Party of Colorado, following intense debate, enacted rules allowing proxy voting. A motion to limit proxies to 5 per person was defeated. Some people favored requiring members attending the convention to bring a certain number of proxies, in order to encourage them to politick. In 2006, the party repealed those bylaw provisions due to concerns that a small group of individuals could use it to take control of the organization.
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