Word on the street is that the president of the association has taken the position that the president has the right to vote proxies given by association members as he deems fit. This is an unfortunate misunderstanding of the bylaws and law applicable to proxies. The general principle of law is that, where bylaws allow proxies, neither the association nor the officers can control who the member appoints to vote his or her proxy. A proxy is not a blank check; a proxy has the name of th eperson who the proxy giver is authorizing to vote to exercise the giver's rights. Lest here be any doubt about this, please refer to American Jurisprudence 2d, Corporations Sec 905:
18 Am Jur 2d Corporations ?§ 905
?§ 905 Who may be a proxy
If stockholders have been granted by constitutional provision the right to vote by proxy, a corporation cannot limit their choice of a proxy to another stockholder.1
*****Similarly, when statutes have conferred an unrestricted right to vote by proxy, a corporation may not limit the liberty of a stockholder to select anyone as his or her proxy,2 and a stockholder may appoint as his or her proxy one who is a stranger to the corporation.3 ***********
The same person may act as proxy for all or several stockholders.4
In the absence of statutory provisions to the contrary, an officer of a corporation may act as proxy for any stockholder who authorizes him or her to do so,5 and if proxy voting is authorized, directors may, unless prohibited from doing so by statute, act as proxies.6 A personal representative of an estate has the right to vote shares subject to a proxy held by the estate.7
Under a proxy issued to two persons, either of them may exercise the power to vote, but where a proxy runs jointly to the members of a proxy committee, the assent of all members of the committee is necessary to vote.8
Appropriate bylaws providing that no person shall vote as proxy for more than three members at any meeting of members is not ambiguous and does not preclude a person named in a proxy from designating substitutes to vote for various members.9''
18 Am Jur 2d Corporations ?§ 905
?§ 905 Who may be a proxy
If stockholders have been granted by constitutional provision the right to vote by proxy, a corporation cannot limit their choice of a proxy to another stockholder.1
*****Similarly, when statutes have conferred an unrestricted right to vote by proxy, a corporation may not limit the liberty of a stockholder to select anyone as his or her proxy,2 and a stockholder may appoint as his or her proxy one who is a stranger to the corporation.3 ***********
The same person may act as proxy for all or several stockholders.4
In the absence of statutory provisions to the contrary, an officer of a corporation may act as proxy for any stockholder who authorizes him or her to do so,5 and if proxy voting is authorized, directors may, unless prohibited from doing so by statute, act as proxies.6 A personal representative of an estate has the right to vote shares subject to a proxy held by the estate.7
Under a proxy issued to two persons, either of them may exercise the power to vote, but where a proxy runs jointly to the members of a proxy committee, the assent of all members of the committee is necessary to vote.8
Appropriate bylaws providing that no person shall vote as proxy for more than three members at any meeting of members is not ambiguous and does not preclude a person named in a proxy from designating substitutes to vote for various members.9''
