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Proxy voting is essential for ensuring proper representation at any general meeting or assembly, but it can also become one of the most contentious items on the agenda. To avoid challenges, it is important to ensure that statutory limits are not exceeded, that there are no errors in the verification process, and that all proxy documents have been properly completed. In this post, we show you how to organise and validate proxy votes step by step, ensuring a transparent and legally robust process.
Legal rules and limits on proxy voting
There are two essential control rules that the Secretary’s office must audit to prevent potential legal disputes:
- Provision in the bylaws: The option to delegate voting rights must be provided for in the entity’s bylaws or under the applicable legislation. Without such a provision, no proxy voting can be accepted.
- Limit on the number of proxies per voter: The applicable rules often set a maximum number of proxy votes that each person can hold. Exceeding this limit invalidates any additional votes.
Step by step: How to manage proxy voting
- Set a submission deadline
Set a deadline in the meeting notice for submitting the proxy documents. This gives the Secretary enough time to review the information carefully before constituting the meeting board.
- Verify the submitted documentation
It is important to ensure that the documents meet the minimum requirements, which are:
- Full identification details: Full name and national ID number or foreigner ID number of both the represented member and the representative.
- Verified signature: Handwritten or signed using the member’s digital certificate.
- Voting instructions (optional): Explicit instructions on how to vote on each item on the Agenda, if required by the bylaws.
- Assigns the proxy to the official voter register
Once the documentation has been verified, the Secretary is responsible for recording the proxy appointments in the attendance list. It is essential to record which members are attending and voting in person and which are voting on behalf of other members, so that the quorum can be calculated accurately while keeping the voter register up to date.
What to do in case of doubts or issues at the registration desk
It is important for the Secretary to know how to handle these unexpected situations during the accreditation process:
- Attendance by the represented member: If a member who had delegated their vote ultimately attends the meeting in person, the proxy is automatically revoked, and they will exercise their voting right themselves.
- Duplicate proxies: If two proxy forms signed by the same member in favor of different people are submitted, the most recent one will always prevail. If this cannot be verified, both forms will be deemed invalid.
- Invalid proxies: Any proxy that does not include the holder’s signature or ID number will be rejected by the board to protect the legality of the voting process.
Ensure transparency in decision-making
Proper proxy voting management streamlines the meeting process and protects the board from future claims. Auditing proxy votes in good time and rigorously applying the rules is the only way to ensure clear, robust decision-making that cannot be challenged.
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