Q&As

Many membership organizations and corporations with stockholders rely on proxy voting as a helpful remedy to reach a quorum and make decisions during their annual meeting. When members number hundreds or thousands and are scattered all over the country, maybe even globally, it is close to impossible to organize a meeting that is convenient for everyone to attend.

However, for governing boards the situation is very different. Boards rely on deliberation before making decisions. It is necessary to discuss every issue thoroughly before voting. It is healthy to argue constructively and to share opposing points of view. Boards do not regularly vote on ‘yes’ and ‘no’ issues, so proxy voting would eliminate the very essence of careful decision making. Allowing proxies in the boardroom could also have a negative effect on board attendance and diminish board members' adherence to their legal requirements under the duty of care.