Proxy Voting Barred For Washington CUDirectors

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OLYMPIA, Wash. - (03/22/05) -- A director of a state charteredcredit union is prohibited from giving his proxy to anotherdirector to vote for him or her at a board meeting, the stateregulator said in a new legal opinion letter. While the issue ofproxy voting is not directly under the state's CU Act, the stategenerally follows the Model Business Corporation Act for its issuesnot directly covered by the state law. "Generally, corporate lawdoes not allow the directors of a corporation to vote by proxy atdirectors' meetings. They must be personally present and actthemselves," The Department of Financial Institutions said in thelegal opinion. As stated in the Washington Corporate Law," adirector may not act by proxy, but must be present to hear and toengage in the give and take of discussion in order to carry out hisor her duty of care and fiduciary responsibility," the DFInoted.

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