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Nonprofit Law/Proxy voting for non-profit organizations


I am part of a non-profit organization in New York. We are considering the use of proxy votes for members that cannot attend our annual meeting. Our by-laws say "Members may vote in person or by proxy as permitted by law". I have not been able to locate laws pertaining to this. We are looking for procedural guidance and to be sure we are not violating the law by using proxy voting.
Thank you for any guidance you provide.

I will assume that your organization has not been established under the New York religious corporation law nor does it provide for religious activities of worship for groups of people (and, thereby treated by the courts as a "religious corporation"). If my assumption is not correct, then let me know and I will reply differently.  Otherwise, proxy voting by the members is allowed. The New York Not-for-Profit Corporation Law (NPCL) at 609(a)(2) provides:
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 A member may authorize another person or persons to act for the member as proxy by providing such authorization by electronic mail to the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly authorized by the person, provided that any such authorization by electronic mail shall either set forth information from which it
can be reasonably determined that the authorization by electronic mail was authorized by the member.  If it is determined that such authorization by electronic mail is valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the nature of the information upon
which they relied.
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Harvey Mechanic
Attorney at Law
Member of New York Bar

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. For me to consider your individual situation and how the law applies, I would need to gather more information.

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Harvey Mechanic


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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