Require Explicit Proxy Permission

Context

Proxy representation and a person’s own attendance are separate facts. The existing participant-role approach does not fully implement the recorded choice.

Decision

The selected policy disables proxies by default, permits them only for a committee type that allows them, and records one represented absent member without changing the holder’s own participation.

Alternatives Considered

Leave proxies enabled unless a rule forbids them. Many board bylaws prohibit representation, so Product selected an explicit opt-in.

Consequences

Implementation needs representation separate from the holder’s ordinary role. Quorum and voting must distinguish the holder’s presence from the member represented.