DIRECTOR PROXIES NOT ALLOWED

Proxies do not exist except by creation of statute. As such, proxies are authorized by law for use by members at membership meetings (Corp. Code §7613(a)), not by directors at board meetings. Sending a proxy to attend a board meeting is incompatible with the deliberative nature of board meetings and a director's fiduciary duty of due diligence.

Accordingly, directors must attend board meetings in person or by speakerphone in order to vote. Corp. Code §7211(a)6  It is like Congress; if you are not present on the floor when the vote is called, you cannot vote.

Updated 8/21/2007