A proxy is a power of attorney, authorizing an individual who attends a meeting to represent and vote on behalf of an absent voting member. In some cases, proxies are non-restrictive and give the proxy holder full discretion to vote as he or she wishes. In other cases, the proxy holder is instructed to vote a certain way on specific issues. Proxies are widely used in shareholder meetings of public companies. Their use is usually limited or prohibited altogether in other organizations.

Many people incorrectly assume that proxy voting is an automatic right that every voter has. They believe proxy voting must be there to prevent the disenfranchisement of absent members. In fact, proxy voting is only permitted if the organization’s governing documents (legislation and/or bylaws) specifically permit or mandate it. If someone insists on voting by proxy and your governing documents do not permit or mandate it, you need to advise the individual that such a vote would not be valid.

If your organization currently has no proxy voting and would like to allow it on a limited or full basis, your governing documents (usually the Bylaws) need to be amended. Consider the following points:

• Check your applicable legislation. It may impose restrictions on proxy voting or prohibit it altogether. Your Bylaws must conform to the applicable legislation and may not violate it.
• Full proxy voting is not recommended in non-shareholder meetings, since it can shift the power from members present (who hear the debates and are positioned to make informed decisions) to absentees. It is therefore a good idea to limit the number of proxies that one individual is allowed to carry, e.g.: no more than five proxies per person.
• The Bylaws should make it clear whether the proxy holder must be a voting member of the organization or whether a proxy may also be assigned to a non-voter.
• It is usually not advisable to instruct a proxy holder to vote a certain way on specific issues. Such instructions are hard to enforce. In addition, they tend to prevent a proxy holder from listening to debates with an open mind and taking new data into account when voting. A proxy holder should only be given limited instructions, with leeway to exercise his or her own judgment when voting.
• Instructing a proxy holder to vote a certain way presents another practical issue: How is the individual supposed to vote on a motion if it is amended at the meeting?