Las Vegas, NV asked in Business Law and Contracts for Virginia

Q: VA Non Stock Corp. Can a BOD principal appoint a primary AND a secondary proxy simultaneously? same document?

The idea being that if the principal is not in BOD meeting attendance, then the primary is his proxy. If principal AND primary are not in attendance, then secondary is principal's proxy. Proxies are not addressed in Articles or By-Laws.

Also if valid proxies and all other directors are present for BOD meeting, can a resolution be adopted unanimously?

I hope this is clearer. Thanks for your help.

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1 Lawyer Answer
Timothy R Johnson
Timothy R Johnson
  • Berryville, VA
  • Licensed in Virginia

A: In theory, sure a director could have alternate proxies based upon availability, but it should very clearly be established in any appointment forms regarding the circumstances when a proxy has the authority to operate on behalf of the principal. I have to stress that it should be VERY clear.

As for your second question, it's a matter of what happens in each vote. If everyone votes in agreement, then of course it's unanimous. If any valid proxy or principal votes against, then it's not unanimous.

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