Is Proxy Voting by Nonprofit Board Members Allowed in Maryland? Conference Call Voting? Email Voting?

April 24, 2018


Boardroom full of people

Proxy 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.

Download our Proxy Voting Fact Sheet. This document provides an overview of Maryland law related to voting rights for nonprofit board members and nonprofit general members (such as in a membership organization or association). The document outlines proxy voting rights, and addresses why it is not appropriate or consistent with Maryland law to allow proxy voting by members of the board of directors (assigning your vote to someone else) and how proxy voting in membership organizations by members (not board members) is permitted.

Conference Call:

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.

Email Voting:

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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From the Standards for Excellence®: An Ethics and Accountability Code for the Nonprofit Sector. The Standards for Excellence code, developed by the Standards for Excellence Institute, includes specific benchmarks and measures that provide a structured approach to building capacity, accountability, and sustainability in your nonprofit organization. The code identifies 6 major areas of nonprofit governance and management: Mission, Strategy, and Evaluation; Leadership: Board, Staff, and Volunteers; Legal Compliance and Ethics; Finance and Operations; Resource Development and Fundraising; and Public Awareness, Engagement and Advocacy.

The Standards for Excellence® Institute, a program of Maryland Nonprofits, provides the best possible resources to nonprofits nationwide, helping build their capacity to effectively and efficiently meet the needs of their communities. Members of Maryland Nonprofits gain access to an online community with an expansive library of resources and customizable templates. Membership with Maryland Nonprofits is designed to help you raise more money, develop your board, build relationships, learn, save on the things you need to run your organization, and amplify your voice in Annapolis. Join today.