We found out at our AGM that one member had quietly been collecting proxies. Her 71 proxies gave her complete control over the director election, as there were only 43 members present and 9 other proxies. We lost some good people who were running for re-election, and two excellent new candidates, one of whom had been identified as a good candidate for treasurer the following year. Is this use of proxies ethical and appropriate?

I hear this kind of horror story all too often. Even if the member had reason to believe that the board needed a shake-up, springing the proxies as a surprise was not ethical in my opinion. Other members were not aware their attendance or proxy vote was important, and we cannot expect all members to attend AGMs in this vast land of ours. The other members might have had good reasons to reelect directors, or choose different candidates than this one individual supported. No one person should have such control over a public benefit organization. The organization should have put structures in place to prevent this from happening.

Differing governing statutes may set out differing expectations regarding the use of proxies if the bylaws are silent. I recommend that organizations always specify in their bylaws whether or not proxy voting is allowed at member’s meetings, and if so under what terms and conditions. The board can then, I believe, be given the right to determine the form and procedure for proxies, so it can adjust them for new uses of technology and such. Besides, proxies are important to people who cannot attend due to cost, child care responsibilities, disabilities, and many other valid reasons.

It is easier to make a case for eliminating proxies in a neighbourhood association or local chapter than in a provincial or national body. For organizations with a broad geographic scope or a membership that has difficulty attending meetings, the main alternatives to proxies are mail-in ballots, online voting, or a combination – check out Mountain Equipment Coop for a good example of making this work for a national association. However, keep in mind that MEC assigns member numbers; there have to be controls to prevent ballot-stuffing.

I believe far more bylaws should have restrictions on proxies if they are going to allow them. Here are five ideas, which can be done in combination:

1. Eliminate the surprise factor by requiring proxies to be registered in advance. The Canadian Society of Association Executives suggests five days.

2. Take care in accepting proxies. Some bylaws allow proxies but require that the proxy holder only vote for candidates specified by the member, and not substitute their own choices. If that requirement is in place, the names should be filled in before the form is signed. The person charged with distributing ballots should be watching for proxies with the names filled in with different pens than the signature, different handwriting, and especially numerous proxies with the names filled in with the same handwriting, order, and spelling mistakes! I believe those can be disallowed, but I am not a lawyer and nothing in these columns can ever be considered legal advice.

There may also be proxies signed by individuals who are not members in good standing; you can’t accept a proxy from someone who does not have the right to vote in person. Also, the member signing a proxy should specify the proxy holder; otherwise, whoever receives them at the office could just fill in their own name on all proxies received. Completed proxies can be sent to care of the office; members need not find someone living near them to carry the proxy to the meeting. The form can allow for a second choice if the first-named proxy holder is unable to attend or has too many proxies already. Finally, proxies should only be valid for a specific meeting; always check the signing date.

3. Put a simple restriction in the bylaws on how many proxies any one person can hold. Receiving a few proxies from neighbours or friends is quite different from collecting hundreds as part of a plot to exert control over an organization. It’s the same difference as giving another member a ride versus chartering a bus to bring in a hundred people who would not otherwise have come – and I’ve seen that done too.

The appropriate maximum number could be determined by some rule of thumb relating to how many people usually attend, and making sure no one attendee would likely have more than 10% of the votes. Or you could just pick an absolute number, especially for a new organization. I like five myself, as that allows for friendships but would not normally allow for undue influence.

4. Prevent staff members from being allowed to vote, run for office, campaign for or against people running for office, or hold proxies. It is simply inappropriate for them to vote for the board that will govern them, and anyone who wants to change hats (including a board member who wants to apply for a staff position) should first resign. I get really worried when a staff member collects hundreds of proxies, and see such action as grounds for discipline. However, such restrictions should be communicated in advance; surprises are only appropriate for nice things. Restrictions on staff can be set out in the bylaws or in the terms of employment. I realize some readers will greatly disagree with this suggestion!

5. Think through all your voting process from a viewpoint of public benefit and democracy rather than blindly adopting corporate practices. In a for-profit corporation, some people have far more votes than others because of the number of shares they hold, and large numbers of proxies are the norm. Our sector does not have shares, and generally values one member, one vote thinking; we all have a stake in the community of the future.

By the way, if you want to avoid the surprise busload, the chances can be reduced by setting a membership cut-off several weeks ahead of the AGM. Often, the “surprise” people are new members, and some organizations which have not thought this through even let them sign up at the door. Memberships paid after the cut-off, including at the door, could take effect the day after the AGM. Having a cut-off also helps the AGM organizers have a good membership list ready for checking at the AGM. There is time to clean up a backlog of mail or data entry, and review the list.

The person who sent this month’s question belongs to an organization where proxies worked to the advantage of the people now governing. It may be hard to persuade them to give up their advantage. Put the appropriate controls in place upfront, or you will be closing the barn door after the horse gets out!

Since 1992, Jane Garthson has dedicated her consulting and training business to creating better futures for our communities and organizations through values-based leadership. She is a respected international voice on governance, strategic thinking and ethics. Jane can be reached at jane@garthsonleadership.ca.

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