Is Proxy Voting by Nonprofit Board Members Allowed in Maryland? Conference Call Voting? Email Voting?
NO, board members (“directors”), who owe a fiduciary obligation to the legal entity, may not vote by proxy in Maryland. Maryland Code Section 2-408, “Action by Directors,” states that action by directors must be completed by "directors present at a meeting.” Maryland code does allow for members (such as members of an association), to vote by proxy at general membership meetings.
YES, in Maryland, boards may meet via conference call, and individual board members may participate in board meetings via conference call. All participants must be able to speak and hear each other simultaneously. This can be considered a regular meeting of the board.
YES, BUT... Boards or committees may take action via written vote or email vote provided that there is written unanimous consent among the board members to take action without a meeting, and the unanimous consent is filed with the minutes of the board or committee. If your board intends to utilize this option for taking action without a meeting, it should be included in your bylaws.
Sample bylaws language to permit email voting:
ACTION WITHOUT MEETING: Any action which may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed or sent via electronic submission by all of the Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.
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