Occasionally board members of homeowner or condominium associations may not be able to attend board meetings. In most cases it is appropriate for absent board members to participate by telephone. However, sometimes board members ask if they may grant a proxy to another board member in their absence. Can a director give a proxy to another director for a board meeting? The short answer is: NO.

Oregon law specifically prohibits directors from granting proxies for board meetings:

94.641 Assent of director to board action. (1) A director of a homeowners association who is present at a meeting of the board of directors at which action is taken on any association matter is presumed to have assented to the action unless the director votes against the action or abstains from voting on the action because the director claims a conflict of interest.

      (2) When action is taken on any matter at a meeting of the board of directors, the vote or abstention of each director present must be recorded in the minutes of the meeting.

      (3) Directors may not vote by proxy or by secret ballot at meetings of the board of directors.

A proxy allows another individual to act on your behalf.  But directors have been elected by the membership because they trust the director’s judgment. In other words, they elected the director to act on their behalf, exercise discretion, and make decisions that affect the entire membership. Granting a proxy to another director means you are not exercising the fiduciary duties which you were elected to fulfill.

In short, while the board may certainly delegate authority or tasks to managers or committees, directors may not delegate decision making to other directors through the use of a proxy.

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