Nonprofit Law/Proxy


What constitues the legal structure of PROXY form for
nonprofit organization?

I have in my profile that this free forum is only for general questions about IRS federal exemption issues of 501(c)(3) organizations. Your issue is controlled by state law and states may differ somewhat with how they would treat such issues. Even though this forum is not for such state law issues, I may be able to direct you.

As you wrote from Texas, I am assuming you are referring to a Texas Nonprofit Corporation.  If you are not, let me know with a follow-up and I will reply further.

The Texas Code sections for "Nonprofit Corporations" are available at and specifically note Sec. 22.160

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(a)  Each member of a corporation, regardless of class, is entitled to one vote on each matter submitted to a vote of the corporation's members, except to the extent that the voting rights of members of a class are limited, enlarged, or denied by the certificate of formation or bylaws of the corporation.
(b)  A member may vote in person or, unless otherwise provided by the certificate of formation or bylaws, by proxy executed in writing by the member or the member's attorney-in-fact.
(c)  Unless otherwise provided by the proxy, a proxy is revocable and expires 11 months after the date of its execution.  A proxy may not be irrevocable for longer than 11 months.
(d)  If authorized by the certificate of formation or bylaws of the corporation, a member vote on any matter may be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods.
--- End of Excerpt ---

I am assuming that the articles of incorporation and bylaws of the organization do not address at all "proxy voting".  If there is something in either of those documents, I would need the exact wording.

There is no particular form required, therefore, but it must be in writing, but that writing may be in an "electronic message" (email). A good sample may be found at:

Harvey Mechanic, Attorney at Law -

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.  

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Harvey Mechanic


DO NOT GIVE ME INFORMATION THAT YOU WANT KEPT CONFIDENTIAL. I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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