Q&A: Vote by Proxy?

Q “The current president has mailed proxies to owners indicating he would vote on  their behalf and included information that stated “the proxy-holder will cast votes as he/she determines” for the annual board election. The current president is also on the ballot.  

 “Is it legal for someone running to a) request proxies from owners and vote as ‘he/she’ determines which, of course, will include voting for himself and others he  would want to be on the board with?”  

 —Keeping it Above Board  

A “Yes, This form of general proxy is common and lawful,” attorney Michael T. Manzi, with the Manhattan-based firm of Balber Pickard  Maldonado & Van Der Tuin, PC. “A shareholder is not obligated, however, to use the form of proxy provided by  the cooperative corporation or its officers. Under the New York Business Corporation Law, which governs cooperatives, a  shareholder is free to use his or her own form of proxy provided that the  intent is clear. Such a proxy could designate someone to vote other than the president, or it  could be a “directed proxy.” Under a directed proxy the shareholder gives the proxy holder specific  instructions on how to vote, and these instructions are binding.  

 “Proxies are generally crucial for cooperatives to be able to achieve the  required quorums for annual meetings. The responsible action for shareholders is to sign proxies when they cannot  attend the meeting personally. Shareholders should, however, review proxies carefully to ascertain whether  their personal wishes will be carried out. “  


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