proxy of director

The law 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.  See Utah Code Subsection 16-6a-816(4).  A directed proxy is a proxy authorizing a 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, in other words a directed proxy directs the person as to how to cast the director's vote (for instance, a directed proxy might state, "I direct my proxy to cast my vote in favor of hiring XYZ Landscaping Co. pursuant to the bid submitted by XYZ").  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).

Statutes and Cases:

(For reference: 57-8 is the Condo Act, 57-8a is the Community Association Act, 16-6a is the Nonprofit Act)

16-6a-816. Quorum and voting