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

Q: Virginia Non Stock Corp. Can a BOD director put a non- expiring or maybe an annual proxy in place?

If so, can the proxy specify a prioritized list of directors in meeting attendance to act as proxy?

Also if this can be done, can the directors attending a quorum BOD meeting use the proxy / proxies to unanimously approve resolutions?

Thanks!

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1 Lawyer Answer

Timothy R Johnson

Answered
  • Berryville, VA
  • Licensed in Virginia

A: The first thing to check is the entity's articles of incorporation and by-laws to see what, if any, restrictions are placed on proxies. Generally, those rules will control the issue.

If there is nothing limiting the use of proxies, then Virginia's Non-stock Corporation Act rules on proxies applies.

A BOD director can put a proxy in place via an appointment form or other statement making clear such appointment. Without an express time limitation on the appointment, the proxy is designated for 11 months. The proxy can theoretically be appointed without a time limit expiration if clearly stated so, but it should be known that it can still be revoked by the member appointing the proxy at any time (absent "irrevocable proxy" rules that kick in in limited circumstances).

I am not sure I understand your second question regarding how the proxy can designate others to act as proxies. The only persons who can appoint proxies are the principal members of the organization themselves. A proxy cannot usurp those principals' authorities to appoint his/her own proxies of those principals.

Similarly in response to your third question, if I understand it correctly, if the proxies who are there were not appointed by their respective members, then they are not valid exercises of those members' voting powers (and possibly fail to establish quorum).

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