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Subject: PROXY
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Author Messages
WilliamC15
(Florida)

Posts:13


07/12/2018 8:34 AM  
Question: Florida HOA. When the president can't attend a HOA meeting can she proxy to another board member and for what?

Thanks!
KerryL1
(California)

Posts:5389


07/12/2018 9:07 AM  
Do you mean a meeting of the Board??

Or a meeting of the Members (Owners)?
WilliamC15
(Florida)

Posts:13


07/12/2018 9:24 AM  
I knew that question was going to come up! It is a members meeting with the board present, the regular monthly meeting.
KerryL1
(California)

Posts:5389


07/12/2018 10:11 AM  
William, please read your bylaws. Members meetings are not held monthly. Meetings of the members (homeowners) are usually for elections of directors, the "Annual Meeting," and sometimes to vote on things like amendments to the bylaws, for instance. Presidents and any other owner may assign proxies.

Meetings of the Board are often held monthly. Owners may attend regular monthly board meetings in FL, but it's mainly the board making decisions. IF it's a board meeting, then no, the only way directors can vote is in person or by phone. Proxies aren't allowed. I assume your president is required to be a director.

WilliamC15
(Florida)

Posts:13


07/12/2018 10:58 AM  
Posted By KerryL1 on 07/12/2018 10:11 AM
William, please read your bylaws. Members meetings are not held monthly. Meetings of the members (homeowners) are usually for elections of directors, the "Annual Meeting," and sometimes to vote on things like amendments to the bylaws, for instance. Presidents and any other owner may assign proxies.

Meetings of the Board are often held monthly. Owners may attend regular monthly board meetings in FL, but it's mainly the board making decisions. IF it's a board meeting, then no, the only way directors can vote is in person or by phone. Proxies aren't allowed. I assume your president is required to be a director.





Well shoot, I'm not as smart as I think, maybe my wife IS right!

By your description above it makes sense now but there hasn't seemed in the past to have been any distinction between meeting types. Also by your description I would be talking about Meetings of the Board. With residents in attendance.

Thanks for clearing that up for me!

GenoS
(Florida)

Posts:2228


07/12/2018 1:20 PM  
Kerry's right. At meetings of the Board of Directors (in FL), where only the directors vote on the various agenda items, no director may vote by proxy. In order to cast a vote the director must be in attendance at the meeting. Note that participation via speakerphone or videoconference is considered "in attendance".
KerryL1
(California)

Posts:5389


07/12/2018 1:25 PM  
The way I see it, after observing posts her for a few years now, is the folks use the language of "HOA meetings," but don't know if they're talking about a meeting of the members, i.e, a meeting of the Association, OR a meeting of the board. Imo, HOA meetings should only be used to refer to meetings of the members (homeowners; the Association.)

The two types of meetings always are in an HOA's bylaws so far as I know. But sometimes Owners who aren't used to reading these documents don't notice the difference between them. It seems to me that one reason is that we refer to "board members," i.e., directors. We also refer to "Association members"--all homeowners.

For that reason, I always call board members "directors."
WilliamC15
(Florida)

Posts:13


07/12/2018 1:30 PM  
Thanks Geno.

Thanks Kerry. I'm going to go back through our documents and see if there is a distinction spelled out. Usually it's "Hey you going to the HOA meeting tonight?" or "Hey at the HOA meeting we can vote on kicking that asshole off the board!". But the latter one usually ends in no quorum so we all just go home.

You folks are the best, I learn a lot here, thanks!

Bill
DouglasK1
(Florida)

Posts:1153


07/12/2018 2:11 PM  
Posted By KerryL1 on 07/12/2018 1:25 PM
The way I see it, after observing posts her for a few years now, is the folks use the language of "HOA meetings," but don't know if they're talking about a meeting of the members, i.e, a meeting of the Association, OR a meeting of the board. Imo, HOA meetings should only be used to refer to meetings of the members (homeowners; the Association.)


There does seem to be a lot of confusion. For several years before I rejoined the board, they correctly identified the periodic board of directors meetings, but called the members meeting the "annual business meeting". Once I pointed out that the meeting had a specific name (members meeting) in our governing docs, they corrected it, but it seems that in a lot of associations (especially self managed ones), a lot of stuff gets ad libbed or the board does what they assume they should be able to do instead of reading and following the governing docs and applicable laws.

Escaped former treasurer and director of a self managed association.
KerryL1
(California)

Posts:5389


07/12/2018 4:08 PM  
I think you're right, Douglas, but I do remember when some other Owners & I were studying our bylaws before our attempts to get on the Board, we just didn't notice the difference between Members meetings and Board meetings for quite a awhile. We had very strong readers among us, it's just that the language of HOAs and corporate law is different than everyday talk.

Folks also get confused about the difference between officers and directors. These, like meetings, are in two different places in our bylaws.
GenoS
(Florida)

Posts:2228


07/12/2018 8:17 PM  
Posted By DouglasK1 on 07/12/2018 2:11 PM
There does seem to be a lot of confusion. For several years before I rejoined the board, they correctly identified the periodic board of directors meetings, but called the members meeting the "annual business meeting". Once I pointed out that the meeting had a specific name (members meeting) in our governing docs, they corrected it, but it seems that in a lot of associations (especially self managed ones), a lot of stuff gets ad libbed or the board does what they assume they should be able to do instead of reading and following the governing docs and applicable laws.

This is spot on and there is an extra layer of junk applied by many self-managed associations. Mine is one such and until a few years ago used to refer to the annual meeting as the "Annual Board Meeting". They'd just combine the agendas of the final board meeting prior to the annual meeting, the annual meeting itself, and the followup organizational board meeting into one meeting. For 15+ years none of the homeowners was any the wiser and as the "no harm, no foul" mindset takes hold it quickly becomes "tradition", and "this is the way we've always done it".
KerryL1
(California)

Posts:5389


07/12/2018 10:04 PM  
I don't know about all bylaws, Geno, but we have Members meetings (including annual and "special meetings of the members," which are rare.)

We have Board meetings, including regular meetings, special meetings, emergency meetings and one organizational meeting a year to elect officers, which we do right after the annual meeting.
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