Can board members give voting proxy to another board member who will be at the meeting in person?
January 22, 2009
No. Proxy voting by board members is expressly forbidden. The board member may be "present" and vote by conference call as long as the public can hear them, in person, or even online as long as the board member's actions are visible onscreen to the public. Board members must participate in board meetings in real time, whether in person, online or by phone.
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