Chapter 6 - § 6.8 • PROXIES

• Jurisdiction: Colorado

§ 6.8 • PROXIES

Under the Nonprofit Corporation Act, a member entitled to vote may "vote or otherwise act in person or by proxy," unless the bylaws provide otherwise.¹⁹⁵ The Act offers two means for valid appointment of a proxy. A member may appoint a proxy by either: (1) signing an appointment form, either personally or by the member's attorney-in-fact; or (2) transmitting or authorizing the transmission of a telegram, teletype, or other electronic transmission providing a written statement of the appointment to the proxy, to a proxy solicitor, proxy support service organization, or other person duly authorized by the proxy to receive appointments as agent for the proxy or to the nonprofit corporation.¹⁹⁶ Appointment of a proxy is effective against the corporation when received by it, including receipt of an appointment transmitted by telegram, teletype, or other electronic transmission, and the appointment is valid for 11 months unless a different period is expressly provided in the appointment form.¹⁹⁷ Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for, or used in lieu of, an original appointment for any purpose for which the original appointment could be used.¹⁹⁸ The appointment of a proxy is revocable by the member.¹⁹⁹ The appointment is revoked by the person appointing the proxy when he or she attends a meeting and votes in person or signs and delivers to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.²⁰⁰ Death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.²⁰¹ Subject to the statute concerning acceptance of votes,²⁰² and subject to any express limitation on the proxy's authority appearing on the appointment form, a corporation is authorized to accept the proxy's vote or other action as that of the member making the appointment.²⁰³

The CCIOA also allows votes allocated to a unit to be cast by a proxy duly executed by an owner. Unless the declaration, bylaws, or rules of the association provide otherwise, appointment of proxies may be made "substantially" as provided in the Nonprofit...