Unfortunately the by-laws are silent regarding appropriate or specifiic procedures to handle proxies, elections, etc. This is why a board's work is to also provide sound procedures, not just come up with house rules.

In the absence of guidance, speak with the co-op counsel as to how the proxies should be handled. When I mean speak with counsel I mean invite the professional to talk to the board via telephone, in person or give his/her opinion in writing. With such professional opinion on hand, the board should come to a resolution as to HOW to handle the proxies in a professional and unbiased manner that complies with a court of law in the event of a challenge.

Unfortunately, there are many individuals sitting on boards who are giving opinions without first thinking that boards may be taken to court and their conduct may prove deleterious to their person and to the corporation. It is time to recognize that board members, if they don't know how to act or where they are threading water, then there is a need to consult the legal counsel so that a professional conduct on handling matters, ie., proxies can be followed and may pass the litmus test of a court if legally challenged.

To conclude, boards must learn when to rely on advice from a professional to comply with the law. Even if we dón't like the advice given by the professional, we must learn to accept it as something that protects the board and the co-op from unfairness and lack of ethics.

Good luck!

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