Our Board is breaking our ByLaws in informing a SH that they cannot name a proxy to attend the SH meeting.
It is clearly written in our BL, that SH can appoint a Proxy --- and we have a 20 year history of Proxies attending meetings and asking questions. There are no qulifications for the Proxy -- or any restrictions...
Adding to this, this SH has taken a strong stance on an issue not popular with the Board, and if this matter comes up for a vote -- they would prefer not to have his vote counted.
We want a legal opinion from the CoOp lawyer, and were told that the SH have a right to ask for this, and that this is covered in NYS Coperation laws,... but fully expect the Board to nix this request...Anyone have any experience in this???
Legal definition of Proxy:
proxy n. 1) someone who is authorized to serve in one's place at a meeting, particularly with the right to cast votes. 2) the written authority given to someone to act or vote in someone's place. A proxy is commonly given to cast a stockholder's votes at a meeting of shareholders, and by board members and convention delegates.
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