Academy/Voting & Board Decisions
Proxy voting
A member can't make the meeting. Can someone else vote for them, and does the same rule apply to a director?
A proxy is a written delegation that lets a member who cannot attend a meeting hand their vote to someone else. Robert's Rules does not allow proxy voting by default. It only exists where your state's statute or your association's bylaws create it, and community associations are a common example of where that authority exists.
What a proxy actually is
A proxy is a written delegation of one member's vote to another person, most often used when a member cannot attend a meeting in person. The person named on the form does not vote their own opinion, they vote in the absent member's place.
"A proxy is a power of attorney given to another to vote in the member's stead."
Source: Proxies, Jim Slaughter, PRP
This is not something Robert's Rules hands to every organization automatically. Ordinary parliamentary procedure does not include proxy voting at all unless something outside the rulebook creates it.
Membership votes and board votes play by different rules
Robert's Rules treats proxy voting as something that exists only where a statute or an association's own bylaws authorize it, not as a right every group has by default. Community associations are repeatedly named as a setting where that authorization commonly shows up, because owners have money on the line even when they cannot show up in person.
"By statute, proxy voting is often permitted in for-profit corporations and community associations. Proxy voting is almost universally prohibited in board meetings."
Source: Proxies, Jim Slaughter, PRP
That second sentence matters more than it looks. The authorization that lets an owner send a proxy to a membership meeting does not automatically extend to a director sitting on the board. Florida's statute, for example, states directly that directors may not vote by proxy at board meetings, though secret ballots are allowed there for electing officers. Check your own state's statute and your bylaws for what a director may and may not do at a board meeting.
The tradeoff nobody puts on the form
A proxy is usually filled out before the meeting starts. That timing creates a real limitation: the member who signed it is not in the room to hear the debate, react to an amendment, or change their mind after new information comes up. Whoever holds the proxy is stuck voting however the form says, even if the discussion in the room would have changed the absent member's mind.
This is not a drafting flaw to fix. It is what a proxy is. A board writing its own proxy form should treat this as a real tradeoff of the tool, not a mistake to be engineered away.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
A director can't attend Thursday's board meeting and asks a fellow director to vote in her place using a signed proxy form. What should the board do?
A member signs a proxy before the meeting instructing the holder to vote yes on the budget. During the meeting, an amendment substantially changes that budget. What is the real limitation on this proxy vote?
An HOA's bylaws are silent on proxy voting. A board member asks whether proxies are allowed at all for the association. What actually governs the answer?
Sources
- Robert's Rules of Order Newly Revised, Frequently Asked Questions, Robert's Rules Association
- Proxies, Jim Slaughter, PRP
- Florida Statutes Section 720.303, Florida Legislature
Related elsewhere in the Academy
Voting & Board Decisions
Next: see who actually gets to vote before deciding whether a proxy applies.
Whether proxies are allowed at all, what form they must take, and whether directors may ever use one at a board meeting vary by state and by your governing documents. Check your bylaws and your state's statute before drafting a proxy form.