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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 110579
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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I am president of a California Non Profit 501(c) (3) corp.

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I am president of a California Non Profit 501(c) (3) corp. Our articles and bylaws are silent as to whether or not proxy voting is allowed at general membership meetings but the bylaws specifically prohibit proxy voting at board of directors meetings. Under these facts is proxy voting allowed at general membership meetings, and if yes is an ammendment to the bylaws required to disallow proxy voting?
If the CA corporations code, which is a mirror of the non-profit code, the use of proxy votes is allowed unless the articles of incorporation prevent the use of proxy voting.

California Corporations Code Section 603

(a) Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, as specified in Section 195, setting forth the action so taken, shall be provided by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares

entitled to vote thereon were present and voted.

(b) Unless the consents of all shareholders entitled to vote have been solicited in writing, both of the following shall apply:

(1) Notice of any shareholder approval pursuant to Section 310,317, 1152, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least 10 days before the consummation of the action authorized by that approval. Notice shall be given as provided in subdivision (b) of Section 601.

(2) Prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent, to those shareholders entitled to vote who have not consented in writing. Notice shall be given as provided in subdivision (b) of Section 601.

(c) Any shareholder giving a written consent, or the shareholder's proxyholders, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholders,may revoke the consent personally or by proxy by a writing received

by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary of the corporation, but may not do so thereafter. The revocation is effective upon its receipt by the secretary of the corporation.

(d) Notwithstanding subdivision (a), directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors; provided that the shareholders may elect a director to fill a vacancy, other than a

vacancy created by removal, by the written consent of a majority of the outstanding shares entitled to vote.

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