A proxy vote can be cast when a member authorizes another to vote on their behalf. The proxy vote is counted toward the quorum only if what?

A proxy vote can be cast when a member authorizes another to vote on their behalf. The proxy vote is counted toward the quorum only if what?

• A. The bylaws authorize it
• B. The presiding officer approves
• C. The member is present
• D. The vote is by secret ballot

Answer: (A)

Quorum and representation through proxies hinge on what the governing documents permit. A proxy vote counts toward quorum only if the bylaws authorize proxy voting. When proxies are allowed, an absent member can be represented by a designated proxy, and that representation is counted toward the minimum number needed to hold the meeting. If the bylaws do not authorize proxies, then a proxy does not contribute to meeting quorum, even if the proxy casts a vote. The other points aren’t what sets whether the proxy counts toward quorum. The presiding officer’s approval isn’t required to count a proxy toward quorum; the authorization comes from the bylaws. Whether the member is present or not becomes irrelevant if proxies are permitted, but if proxies aren’t allowed, presence or absence doesn’t change the rule. And the fact that votes might be by secret ballot doesn’t affect the quorum calculation.

Quorum and representation through proxies hinge on what the governing documents permit. A proxy vote counts toward quorum only if the bylaws authorize proxy voting. When proxies are allowed, an absent member can be represented by a designated proxy, and that representation is counted toward the minimum number needed to hold the meeting. If the bylaws do not authorize proxies, then a proxy does not contribute to meeting quorum, even if the proxy casts a vote.

The other points aren’t what sets whether the proxy counts toward quorum. The presiding officer’s approval isn’t required to count a proxy toward quorum; the authorization comes from the bylaws. Whether the member is present or not becomes irrelevant if proxies are permitted, but if proxies aren’t allowed, presence or absence doesn’t change the rule. And the fact that votes might be by secret ballot doesn’t affect the quorum calculation.