Legal Question in Business Law in Virginia

We have a civic association (non-profit corporation in Virginia). A group of members decided they wanted to remove a board member. In doing so they held a special membership meeting and stated that the election of last year was invalid. Our bylaws state we have an election each November.

They gathered the 10% signatures required to hold the meeting. It was a signup sheet that had the reasons they wanted to hold the meeting written across the top. Our bylaws require 15% of members to make a quorum.

The individuals who held the meeting used the signup sheet as proxies to reach the quorum and to vote for a new election. There was nothing on the signup sheet state that a signature will be used as a proxy etc. Are the signup sheets valid proxies? If not why.


Asked on 2/15/10, 7:34 am

1 Answer from Attorneys
Michael Hendrickson Law Office Michael E. Hendrickson

If 15% of the membership was present for the vote and and then actually voted at this special meeting, then the requirement of the bylaws for a 15% membership quorum was met and proxy votes(an assignment to another of a right of a member to vote) were in no way involved in this matter nor would

there be an issue as to whether "the signup sheets (were) valid proxies"

(in my opinion).

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Answered on 2/28/10, 8:33 pm


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