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I am an Executive Board memeber for a not-for-profit 501(c)

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I am an Executive Board memeber for a not-for-profit 501(c) 3 corporation in the State of Maryland. We follow the Robert's Rules of Order. Would Proxy votes be allowed concerning a vote taken on an Amendment to our Constitution at a regular quarterly meeting.

Thank you for your question. I am a different attorney than the one you originally selected, as that attorney was not able to get to your question.

If there is no restriction in the present constitution, by-laws or articles of incorporation that would prohibit the use of proxy votes for a vote on the change of the governing documents, then it is allowable. There is no rule of law which would prohibit such a vote by proxy.

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Best Regards,
Customer: replied 3 years ago.

Does the State of Maryland prohibit the use of a Proxy Vote if the corporation uses the Robert's Rules of Order. Are their any restrictions in general for Maryland?



The state of Maryland does not restrict proxy voting. The Maryland Corporations Code provides the following:

§ 2-506. Quorum; voting

(a) General rule. -- Unless this article or the charter of a corporation provides otherwise, at a meeting of stockholders:

(1) The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum; and

(2) A majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting.

Accordingly, your non-profit would be free to proceed with proxy voting unless the corporations governing documents restrict it.
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