“An absent Director or other Director choosing to vote by proxy may, by written proxy, appoint the WDB’s Chief Executive Officer (‘CEO’) as the Director’s proxy. The Kinexus rule has none of that. A proxy under the Kinexus rule puts no one in the room. The Kinexus rule took effect the day six commissioners signed it, six weeks before its own board voted. Under Section 11.01 that is not a county board voting to ratify — which is what Berrien certifies is missing.