Index of Terms (non-exhaustive)

proxy of director

Subsection 16-6a-816(4) provides that if authorized in the bylaws, a director may grant a directed proxy to someone else who may or may not be a director.  A directed proxy is a proxy authorizing the other person to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is specifically described in the proxy.  The director is considered present at a meeting for quorum purposes if a directed proxy is used (but, again, it must be authorized in the bylaws, which in practice is quite rare).

16-6a-816. Quorum and voting