Proxy voting for director elections is an issue of late inside the boardroom of Lumbee River EMC. The ongoing discussions bring up the question of whether or not candidates can vote on behalf of entities when they are not a member of said entity.

Lumbee River EMC bylaws section 4.10 prohibits proxy voting for director elections. Section 4-10 states “Proxy voting shall be allowed only on matters that require the affirmative votes of a clear majority of all the Cooperative’s members. Accordingly, proxy voting is not allowed on any other matters, including, but not limited to, Director Elections under Section 5.03”.

Bylaw section 4.08 paragraph 2 describes the process for entities, who are members of LREMC, to vote by using a resolution to designate someone to cast that vote. For the sake of clarity, entities are not natural persons but organizations such as churches or limited liability corporations.

The problem (confusion) occurs when the entity designates a person who is not a member of the entity. If this happens, it is my opinion that it is no longer the entity casting the vote but a proxy, and a proxy vote is therefore not allowed. As an example, a church is made of members. If the church designates a church member to vote for the entity then it is an entity vote and therefore acceptable. However, if the designated person is not a member of the church then it is a proxy (by definition) on behalf of the church. Webster defines proxy as “a person authorized to act for another.”

I know factually that candidates have worked with entities to get resolutions allowing them to vote on behalf of the entity when they are not members of the entity. Is it allowed? It’s my opinion that the vote is not allowed.

The member-owners need an honest broker to put an end to the confusion. The Credentials and Election Committee (C&E Committee) is charged with overseeing and running a fair and honest election. The C&E Committee is made up of member-owners and is our best hope of rectifying the issue.

The question is will the C&E Committee have the courage to take on this duplicitous situation and ensure that entities’ resolutions comply with para 4.10 of the bylaws?

We shall see.

Lynn E. Locklear

LREMC Member-Owner

Red Springs