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One-Man Show

Can you legally have a meeting of the board of directors with only one member in attendance? Apparently, the answer is yes if he or she holds enough proxies to reach a quorum. The odd result, particularly in these days of close attention to non-profit governance, is that a single director can sit alone in a room and call it a duly constituted meeting of the full board.

No one agrees this is a good result. And I doubt it happens very often--if at all--particularly in larger, well-established non-profits. But this curious gap in the law highlights the odd interrelationship between the rules governing meeting quorums and proxies.


Bruce D. Collins

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