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If you are a non profit corporation, the non profit corporation law envisions proxy voting so it would be within the Board's authority to authorize it. If you are not a non profit corporation, then whether proxy voting is permitted is governed by the articles of formation and your bylaws. If they are silent on the issue, then the Board would have the authority to authorize it since it is a common practice. As for the changes to the constitution, if there is no record of a vote, then the revisions to the constitution were never adopted and the old version remains in force until the constitution is changed in accordance with its terms. The vote changing the constitution would also have to be recorded.
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