Board Voting by Proxy

Part of the fiduciary responsibility of a church or nonprofit board is to be properly informed about issues impacting the organization. Reliance on staff and board committee reports and similar materials—which might only be available if a board member is physically in attendance at the board meeting—may be an important method for a board to gain information.

When ministries allow voting by proxy, votes are cast without the benefit of hearing discussion over the specific issues. Board members may be less likely to make the best decision for a ministry when they are not present to discuss and collectively come to an appropriate conclusion.

Many states do not allow church and nonprofit boards to vote by proxy because of the fiduciary requirements placed on such boards. It is generally best not to use voting by proxy, even when permitted by state law.

This text is provided with the understanding that ECFA is not rendering legal, accounting, or other professional advice or service. Professional advice on specific issues should be sought from an accountant, lawyer, or other professional.