Proxy voting at an online general meeting: rules, deadlines and record

Proxies are where general meetings most often come apart afterwards. An undated slip of paper, a proxy given to someone who is not a member, or a board member holding a pile of proxies nobody has counted. An online meeting does not change the rules, but it changes how you apply them, and it can make most of these problems disappear.

Who may hold a proxy

Start with the bylaws. Most bylaws regulate three things. Who may receive a proxy: often only another member, a spouse or partner, or a lawyer, though some allow anyone. How many proxies one person may hold: some say one, some two, some set no limit at all. Form: the proxy must usually be in writing, sometimes dated, sometimes handed in before the meeting opens.

If the bylaws are silent, general rules apply: the proxy must be provable and must have been given before it is used. In practice that means it has to be in writing. Some types of association also have statutory caps. In a French co-ownership, for example, one person may hold no more than three proxies unless their own votes and the votes they carry together stay within ten per cent of the votes in the co-ownership (article 22 of the law of 10 July 1965). Where your bylaws and the law both speak, the stricter rule wins.

How a digital proxy works

In a voting system the member gives the proxy personally. They open their personal link, choose who should carry their vote, and confirm. The proxy holder then sees an extra vote in their view and casts both when each item opens. The system stores who gave the proxy, who received it and when, and the record shows for every item which votes were cast by proxy.

This has three advantages over paper. The proxy cannot be forged, because it comes from the member's own link and nobody else has it. A cap on proxies per person is enforced automatically: the system refuses a third proxy where the bylaws say two. And the chair knows the total number of votes in play before the meeting opens, rather than counting slips at the door.

A proxy is normally general and covers the whole meeting, but the member can instruct the holder how to vote on particular items. That instruction is an agreement between the two of them; the system records only that the vote was cast by proxy. Some systems also let a member vote in advance on the published items instead of giving a proxy at all. Whether an advance vote counts as a valid vote depends on your bylaws, so check before you offer it.

Set a deadline and put it in the notice

Write in the notice that proxies must be registered by a stated time, for example noon the day before the meeting. The deadline belongs in the notice, not only in the system, because members must be able to plan for it. After the deadline the proxies are locked, and the chair can open the meeting with a clear count: so many eligible, so many present, so many by proxy.

Check that the bylaws do not say otherwise. Some allow proxies to be handed in at the start of the meeting. If so, the bylaws prevail, and the system must accept a proxy until the chair opens the meeting. A deadline the board has invented cannot override a right the bylaws grant.

Paper proxies at a hybrid meeting

At a hybrid meeting some members will still turn up with a signed paper proxy. That is not a problem, but the chair or secretary must register it in the system at check-in, so it counts in the digital tally and appears in the record. Otherwise you end up with two counts that do not match, and a result nobody can reconstruct. Keep the paper proxies with the minutes.

Withdrawing a proxy

A proxy can be withdrawn until the vote it covers has been cast. Online, the member withdraws it themselves before the deadline, and the chair can do it on the member's request after that. If the member turns up in person after all, the proxy normally lapses and the member votes directly. The chair should remove the proxy from the holder's view before the first vote, so the same vote is not cast twice.

What goes in the minutes

The minutes should state the number of votes present in person and the number cast by proxy, and for items with a quorum requirement, whether it was reached with proxies included. Some associations attach the list of proxies as an appendix. The record from the voting system already contains that information, so attaching it is enough. That record, with its timestamps, is what lets you answer a challenge six months later. The step-by-step guide covers the rest of the minutes.

Checklist

• Bylaws checked for who may hold a proxy, how many, and in what form.
• Any statutory cap for your type of association identified.
• Proxy deadline stated in the notice.
• Voting system configured with the cap and the deadline.
• Paper proxies registered in the system at check-in.
• Number of proxy votes stated in the minutes and the record attached.