Legal Question in Business Law in Florida

Board of directors - can a BOD member proxy

BOD of a private company with 3 BOD members. A older BOD member in their 70s wants to proxy his representation to his younger advisor for a BOD meeting. If he and another BOD member (2 out of 3 majority) approve the proxy, can it be done? Is it all governed by the bylaws? If the bylaws do not prohibit it and the state does not prohibit it, can it be done?

I have also seen examples where the older BOD member could proxy his vote to one of the other 2 BOD members in this example.


Asked on 1/05/07, 3:41 pm

1 Answer from Attorneys
Craig Dorne Craig M. Dorne, PA

Re: Board of directors - can a BOD member proxy

As a general rule a Board member cannot proxy his vote

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Answered on 1/05/07, 4:16 pm


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