Nondelegable Duty. "No director may vote at any meeting by proxy." Corp. Code §7211(c). A director's duty to attend board meetings and vote on board issues is nondelegable, i.e., it cannot be delegated or assigned to others. As a result, board members cannot attend board meetings by proxy. Proxies are for use by members at membership meetings, not by directors at board meetings. Corp. Code §7613(a). Sending a proxy to attend a board meeting is incompatible with the deliberative nature of board meetings and a director's fiduciary duty of due diligence. (Robert's Rules, 10th ed., p. 414.) Accordingly, proxy voting by directors on board issues is not allowed.

Electronic Attendance. To vote, directors must attend board meetings. If a director is not present when a vote is called, the director cannot vote. However, there are provisions in the law that allow directors to attend electronically.