Robert’s Rules of Order does not allow proxy voting under its default rules. The 12th edition of Robert’s Rules of Order Newly Revised (RONR) calls proxy voting “incompatible with the essential characteristics of a deliberative assembly” and prohibits it in ordinary assemblies unless the organization’s bylaws specifically authorize it or applicable law requires it. That creates an odd situation: many groups that name Robert’s Rules as their parliamentary authority still use proxies routinely, because a state nonprofit statute or their own bylaws override RONR on this point.
Why Robert’s Rules Prohibits Proxies
The reasoning is built into what a deliberative assembly is supposed to be. Decisions are meant to come out of live debate: members hear arguments, ask questions, and sometimes change their minds before voting. A member who hands their vote to someone else can’t take part in any of that. The proxy holder might cast a vote the absent member would have reversed after hearing the discussion.
Sections 45:70–71 of the 12th edition state the prohibition plainly. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other applicable law requires it, or the bylaws authorize it. The word “ordinary” is doing real work. RONR acknowledges that some organizations, particularly incorporated nonprofits and stock corporations, operate under legal frameworks that treat proxy voting as a basic membership right, and it steps aside for those bodies.
There is a second concern beyond the absent-from-debate problem. A single proxy holder can accumulate votes from many members and, sitting alone in the room, control a majority. That concentration of power cuts against the principle of one member, one vote, exercised personally.
The Two Ways Proxy Voting Becomes Allowed
For an organization following Robert’s Rules, only two things unlock proxy voting: the bylaws explicitly authorize it, or a statute requires it. Nothing else works. A board resolution, a standing rule, or a motion from the floor cannot override RONR’s prohibition. Only the bylaws or the law carry enough authority.
Here is the catch that trips up most organizations. When proxies are permitted through one of those two channels, RONR provides no procedural guidance whatsoever. The official RONR FAQ states that “the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use.”1Official Robert’s Rules of Order Website. FAQs If your bylaws say proxies are allowed but stop there, you are left with whatever your state statute sets as a default, and defaults vary.
When State Law Overrides Robert’s Rules
Most states have adopted some version of the Revised Model Nonprofit Corporation Act, which takes the opposite approach from RONR. Under the model act, a member may appoint a proxy to vote unless the articles of incorporation or bylaws specifically prohibit it. Many state nonprofit codes follow this default. An incorporated nonprofit can end up with a right to vote by proxy even if its bylaws are silent and its parliamentary authority forbids the practice.
When state law and RONR conflict, the law wins. An incorporated nonprofit in a state that grants members a proxy right cannot strip that right away simply by adopting Robert’s Rules. To restrict proxies, the organization has to say so in its articles or bylaws, and only to the extent the statute allows.
State statutes also impose common limits. Many cap proxy duration at 11 months from the date of the proxy. Some require the appointment to be in writing or authenticated electronically. Most let a member revoke a proxy at any time before it is exercised, typically by submitting a new proxy, delivering a written revocation, or attending in person. Those statutory defaults fill the gap RONR intentionally leaves open.
What Your Bylaws Need to Say
Because RONR offers no procedural rules for proxies, any organization that wants to use them needs bylaws that cover the details. Leaving gaps means defaulting to state statute, which may not match how the organization actually wants to operate. A workable proxy provision addresses several things at once.
- General vs. limited proxies. A general proxy lets the holder vote as they see fit on any matter. A limited proxy binds the holder to a specific position on specific items. General proxies effectively transfer judgment to the holder if debate changes the picture; limited proxies preserve more of the absent member’s intent.
- Duration. Many state statutes default to 11 months, but bylaws can set a shorter window. Tying the proxy to a single meeting is the most conservative approach.
- Revocability. State law usually allows revocation at any time. Bylaws should say whether attending in person automatically cancels a submitted proxy.
- Quorum effect. Do members represented by proxy count toward quorum? RONR does not answer this, and the answer matters: an organization that counts proxies toward quorum can conduct business with very few members physically present.
- Who may hold a proxy. Some bylaws restrict proxy holders to other members. Without a restriction, state defaults apply.
- Submission deadline. Bylaws commonly require proxy documents to reach the secretary or a credentials committee before the meeting is called to order.
Standardized proxy forms distributed by the organization cut down on disputes about what was authorized. Incomplete or unsigned forms are typically rejected.
Proxies Are Not Absentee Ballots or Electronic Meetings
Two mechanisms often get confused with proxy voting, and RONR treats them differently. With an absentee or mail-in ballot, the absent member personally marks the ballot and sends it in, keeping full control of their vote. RONR still prohibits absentee voting without bylaw authorization, but it is less hostile to the practice than to proxies because each absent voter independently decides how to vote.
Electronic meetings are a separate matter entirely. The 12th edition, published in 2020, expanded provisions for meetings held by videoconference or teleconference. When members can hear debate, speak, and vote in real time, they are considered present. That is not proxy voting. If attendance is the underlying problem, amending the bylaws to authorize remote participation often solves it without importing the complications proxies bring.
Amending Bylaws to Allow or Restrict Proxies
Under RONR, amending bylaws requires previous notice and a two-thirds vote. Previous notice means the proposed amendment must go to members before the meeting where the vote will occur, typically with the meeting notice. The required notice period and delivery method come from the existing bylaws.
Drafting matters. Adding “proxy voting is permitted” without addressing scope, duration, revocability, quorum counting, and submission leaves the organization back on statutory defaults. A complete provision that covers those points in one package is more useful.
If the organization is incorporated in a state whose nonprofit act already grants members a proxy right, a bylaw amendment does not create the right. It gives the organization control over the details rather than accepting whatever the statute supplies. To prohibit proxies in a state that allows them by default, the prohibition has to appear in the articles of incorporation or the bylaws to be effective.1Official Robert’s Rules of Order Website. FAQs