Fred,
Replied on list...
First, IANAL.
Second, I do not have a page and paragraph to cite for you, as IANAL. However, I have been involved in the past over a period now spanning decades in 3 separate 501(c)3 non-profit organizations, sat in all the legal meetings during the formation of one of them, was Chairman of one, and was involved as a Director in the change and resubmission of by-laws. These organizations ranged in size from (on the low end) 800 members to (on the high end) upwards of 10,000 members. I am also currently involved with the establishment of another 501(c)3 non-profit, which I'll be happy to announce here as soon as its complete (it is space related, not hobby related).
Further, as a businessman, I've been involved in many 'contract' cases, and (not to be immodest) have never been found to be wrong when I've raised a 'legal' question in relation to both business contracts and the non-profit corporation interactions--some of the lawyers involved were somewhat shocked to find out that I WASN'T a lawyer.
Finally, I have informally discussed this situation with a friend, who is a lawyer, and specializes in just this kind of stuff (I have no need to pay him to provide me with the specific cites related to this, I'm not THAT interested ). Those are my qualifications and sources.
If you would like to approach it from the common sense point of view, simply read the by-laws, and they are plain on their face. First, the by-laws make SPECIFIC PROVISION for members to vote for the directors and officers by proxy. Second, the by-laws make SPECIFIC REFERENCE to the presence of a certain number of directors to call a meeting. Third, (and this is indirectly inferred from the first), if the by-laws had MEANT to allow the use of proxies by directors, they would have been enumerated, just as they were for members, and reference for them would have been made in relation to the presence of directors for a quorum.
There are further problems, in that in order to use a proxy for a vote, the motion itself must be published (at least to the directors and in the minutes) with sufficient notice (I do not know if this was done, I'm simply raising it as a question), and the proxy can only be for predetermined, specific actions, such as a) solely for purposes of quorum, or b) for quorum and to vote specifically on a specific motion. I am unaware of a 'blanket proxy', as this would allow for one individual to run a corporation by themselves, but with the 'corporate' mantle, which is precisely the opposite of the reason for a corporations existence.
BTW, as I write this, I'm vaguely remembering one of the times we had to change the by-laws of one of the organizations (it was about 15 years ago, so my memory is a little hazy about the specifics), but I believe it was something 'similar' in that we had 'assumed' that certain things that were assigned to the 'members' also applied to the directors, and it did not, thus the by-laws had to be amended to reflect what our 'belief' was.
I hope this sufficiently answers your questions...
David Erbas-White