Proxy voting for board elections is a common way for those unable to attend elections in person to send another individual to vote on their behalf. This ensures that no matter the location of the election, voters still have an opportunity to cast their vote. Online voting systems, such as ElectionBuddy, help make proxy and remote voting simple and secure.
A proxy is anyone legally appointed to act on another person's behalf. This can be used for shareholder meetings, organizational votes, or other important meetings that an individual may not be able to attend.
Anyone acting as a proxy may vote, discuss, and make decisions as if they were the authorized member. This is similar to a power of attorney, but it is limited to a single meeting. The proxy declaration may also include limits to prevent the proxy from making unauthorized decisions.
Is proxy voting mandatory? No; voters may choose to attend and cast a vote, or decline to participate. That said, it is mandatory for organizations to accept a legally appointed proxy. As long as proxy declarations are filled out correctly and returned to the organization by the deadline, the proxy must be allowed to vote.
Common types of voting proxies include the following.
| Proxy Type | Description | When to Use |
| General (Indirect) Proxy | Authorizes the proxy holder to vote on any matter without restrictions | Use when the member trusts the proxy to act in their best interest on all issues |
| Specific Proxy | Limits the proxy holder to vote only on certain issues or candidates with pre-written instructions | Use when the member wants control over key decisions while delegating other votes |
| Revocable Proxy | Can be canceled or changed by the member who granted it | Use when flexibility is needed in case the member’s availability changes |
| Irrevocable Proxy | Cannot be revoked, often used for ongoing or multi-session meetings | Use when consistent representation is required across multiple votes or meetings |
Proxy voting for board elections operates in the same way as if the authorized participant were present. The proxy attends the meeting and votes on issues just as the proxy grantor would have.
The only risk is that a proxy votes against the wishes of the person granting them the right to act as a proxy. This can be prevented by specifying in the proxy notification form how they shall vote on specific issues.
Proxy voting does come with some potential pitfalls. These primarily have to do with proxy forms filed late or with incorrect information. Coordination regarding meeting and vote times can be complex for large or national organizations.
Many elections require a quorum, which necessitates a certain percentage of voters being present before a vote can occur. Any failure of a proxy to show up at the appointed time could result in a failure to reach quorum.
Electronic voting platforms like ElectionBuddy help make remote voting easier. The ability to log in and vote from any location often negates the need for a proxy.
Still, a proxy can be assigned through an online election service if the voter wishes. In fact, without the worry of official proxy documents being lost in the mail, assigning an online proxy is even easier.
ElectionBuddy supports general/indirect proxy votes, allowing members to entrust their voting power to another individual. The designated representative is empowered to cast the vote using their best judgment on behalf of the absent member.
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