Why Board and Regular
Members Vote Differently
Membership Meetings
Board Meetings
Using Proxy and Mail Ballot Voting in Your Organization
What Pennsylvania Law Says About Proxy Voting
Sample Bylaws Provisions
Sample Proxy and Mail Ballot Forms
Attending meetings at your nonprofit corporation is important
to ensure full participation in discussion and decision making.
This is especially true when a vote is taking place. However,
being present for every vote is not always possible due to factors
such as illness or conflicting schedules. Voting by proxy, mail
ballot, or telephone is sometimes appropriate. It is important
to know that there are state laws that regulate these forms of
voting.
In general, proxy and mail ballot votes are permitted for membership
meetings if authorized in the organization's by-laws. At board
meetings, however, members must be present to vote. Under certain
circumstances, telephone voting is permitted for membership meetings
and board meetings.
Why Board and Regular Members Vote Differently
Regular members and board members vote differently because their
roles in running a nonprofit corporation are different.
Board members (or directors) are expected to make a substantial
commitment to the corporation. They have a lot of responsibility:
they make policy decisions and determine the "vision" that guides
the corporation's activities. Because there are fewer members,
it is easier to hold frequent meetings where most members can
find the time to attend. Regular members also participate in policy
making and determining vision, but to a lesser extent in most
organizations.. Because a nonprofit corporation may have a very
large membership, they meet less frequently- perhaps only once
or twice a year. However, a regular member's presence at meetings
is no less important than a board member's.
Board and regular members should make every effort to attend
meetings. In fact, Pennsylvania law requires a quorum (a minimum
number of members present) to have a board meeting at all. Without
a quorum, board members cannot vote. By attending meetings, board
and regular members can be sure of a fair opportunity to express
opinions, listen to others, and discuss issues.
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Membership Meetings
Schedule conflicts, illness or other circumstances may prevent
members from voting in person at membership meetings. For some
very important votes, your organization may want to make sure
that every member has a fair chance to cast his or her vote even
when he or she cannot physically attend.
Proxy Voting: A proxy is a person who temporarily
replaces you at meeting and can vote in your place. The term also
applies to the written authorization a member uses to authorize
another person to act in his or her place. According to Pennsylvania
law, regular members can vote by proxy only if the organization's
by-laws specifically permit proxy voting.
Mail Ballot Voting: A mail ballot is a vote in writing
delivered to the person in charge of running a vote, such as
the secretary of the organization. Regular members can vote
by mail ballot only if the organization's by-laws specifically
permit it.
Telephone Voting: Both regular and board members can
vote by telephone (or any telecommunications device) as long
as everyone present at the meeting on both ends of the line
can hear each other. A phone conference or video conference
arrangement may work. Unlike proxy and mail ballot voting, telephone
voting does not need to be specifically authorized in the organization's
by-laws. Note that you cannot use a regular telephone to vote
because it does not allow everyone to hear each other.
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Board Meetings
Board members cannot vote by proxy or mail ballot. This holds even
in cases of illness or incapacity-- board members must be present
at a meeting to vote.
Board members may vote by telephone as long as everyone on both
ends of the line can hear each other at the same time.
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Using Proxy and Mail Ballot Voting in Your
Organization
It is a good idea for your organization to decide if it will
use proxy and mail ballots and how. Your organization can regulate
absentee voting in its by-laws--or prohibit it altogether.
CTAC recommends that your organization:
- limit mail balloting to specific and important issues, such
as annual elections of the board;
- require members to use formal, organization approved mail
ballots;
- prohibit proxy voting;
- if proxy voting is authorized, put a time limit on proxies
and require members to use formal, organization-approved proxy
authorization forms.
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What Pennsylvania Law Says About Proxy Voting
Generally, CTAC discourages proxy voting because it is too easy
to abuse. However, if your organization wishes to authorize proxy
voting, you must comply with the requirements of state law:
- Only regular members may vote by proxy.
- Members' right to vote by proxy must be stated in the corporation's
by-laws.
- A member must provide authorization in writing for a proxy
to act in his or her place.
- The written authorization must be filed with the corporation.
- A member can always cancel a proxy at will by telling the
corporation in writing, in person or by phone.
- A proxy can replace a regular member for up to eleven months.
- The written authorization can extend a proxy's time limit.
(There is a three-year maximum.)
- By-laws can require a shorter time limit for proxies.
- A member can limit what a proxy can do in the authorization.
For example, a member can go so far as to authorize a proxy
to vote yes (or no) on a specific issue and nothing else.
- A person serving as a proxy does not have to be a member of
the corporation.
- A member is responsible for a proxy's actions even if the
proxy goes beyond the bounds set by the authorization.
- Board members cannot vote, at Board meetings by proxy or mail
ballot, even if authorized in the by-laws.
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Sample Bylaws Provisions
Permitting proxy voting:
Board Members may not vote by proxy.
A member has the option to vote by proxy only at the annual
election of Directors. The proxy must be executed in writing
by the Member and state the Members choice of Directors by name.
Only proxies executed on a proxy form authorized by the Secretary
of this Organization will be recognized.
Prohibiting proxy voting but permitting mail ballots:
No Director or Member is permitted to vote or substitute
his or her presence at meetings by proxy.
Members may vote for Directors during the Annual Election
of Directors on a mail ballot provided by the Secretary of this
Organization. Mail ballots must be completed, signed, and mailed
to the Secretary by first class US mail. Ballots must be received
on or before the election date set by the Secretary.
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Sample Proxy and Mail Ballot Forms
| General Proxy |
| |
| I, (Will B. Away) of (Cavalier Community
Council) of (Pittsburgh, PA), hereby
appoint (Warren Peace) to be my proxy, to vote
in my place and on my behalf as though I were voting, at (the
Cavalier Community Council meeting on April 1, 1997 at 7:30
PM) or at any adjournment thereof, hereby revoking
all previous proxies. |
_______________________
member signature |
_______________________
witness signature |
| Specific Proxy |
| |
| This is to certify that, I (Will B. Away),
a member in good standing in (Cavalier Community Council),
do hereby designate (Warren Peace) to cast my
vote (for Candidate 1 and candidate 2) at the
Annual Election of Directors on April 1, 1997 at that meeting's
balloting on that issue. The said (Warren Peace)
is to act as my proxy in voting on this issue only. This authorization
is to terminate on (April 2, 1997). |
_______________________
member signature |
_______________________
witness signature |
| Election Ballot |
| |
Cavalier Community Council, Inc. of Pittsburgh,
PA
Annual Election of Directors |
| |
| I, (Will B. Away) being a member in good standing
of (Cavalier Community Council), hereby vote
for the following named persons to serve as Directors for
a one year period from (April 1, 1995) to (March
31, 1996).
|
| candidate 1 __________________ |
| candidate 2 _________________ |
_______________________
member signature |
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