wording of limited proxy

I'm in Florida. The proxy for an upcoming annual election for an HOA gives the homeowner the opportunity to give voting power to the Secretary or write in the name of a designated voter. The Board wishes to take that option out of the proxy. They basically want the proxies to help obtain a 90 person quorum and let the "in person" votes dictate the outcome of the election. If this intention is clearly stated on the proxy form, can this be done?

There are people from your state who are well versed in proxy use, who will answer your questions.

Pay attention to how it is stated that proxies can be used - "for a quorum AND voting", or "for a quorum OR voting", or "may" be used for . . . .

Depending on the verbiage, your bylaws can be worded to prevent the confustion (see other posts for stories about nightmare elections because of the abuse of proxies!)

Paul, reasons to use a proxy rather than an absentee ballot are:
1) when candidates for the Board volunteer at the Annual meeting they are not included on an absentee ballot.
2) Some associations use a proxy but do not use an absentee ballot.

Paul, my response was simply based on answering your one question. You may disagree but those two circumstances are reality.

Absentee ballots may apply for votes without a meeting. But with a meeting (annual or special), the intent is for the voting to occur after the consideration and debate on the motion or election. Meetings are an essential part of corporate law. Meetings requires a presence in person or by someone who represents you (proxy holder) at the meeting and acts in your stead (proxy giver) according to your instructions.

I am aware that the laws in some states now authorize absentee ballots. Such a vote is made without the knowledge from the consideration and debate at the meeting.

Proxies can be of two types: general (undirected) and directed. In a general proxy, the proxy giver authorizes the proxy holder to act at the sole discretion of the proxy holder — in effect, a blank check. So be careful about giving a blank check to anyone unless you are confident that person is of like view.

If the proxy giver gives the proxy to a stranger (a board member for example) who may or not share the proxy giver's views, it is best to use a directed proxy. The directed proxy gives specific instructions to the proxy holder (statement to be read, how to vote, ... whatever the proxy giver wishes), on how to act in the proxy giver's stead. The directed proxy should include the direction to abstain on all other issues and votes.

Beware of the proxy form provided by the owners association, which may not provide all of the options available, and may be tailored to give a board member a blank check. Cross out and add what you want the proxy holder to do. Add the instructions to make it a directed proxy.

While the law does not apply in other states, Florida HOA law provides a good description of what the proxy giver should consider — a good checklist.

From the Florida HOA law:
"PROXY VOTING.--The members have the right, unless otherwise provided in this subsection or in the governing documents, to vote in person or by proxy. To be valid, a proxy must be dated, must state the date, time, and place of the meeting for which it was given, and must be signed by the authorized person who executed the proxy. A proxy is effective only for the specific meeting for which it was originally given, as the meeting may lawfully be adjourned and reconvened from time to time, and automatically expires 90 days after the date of the meeting for which it was originally given. A proxy is revocable at any time at the pleasure of the person who executes it. If the proxy form expressly so provides, any proxy holder may appoint, in writing, a substitute to act in his or her place."

DonN: Thanks very much. It is valuable information which we all need to take seriously and refer back to our own State's proxy requirements. This is very helpful for all.

Daniel,
Florida Documents lady here,
Above, Don has quoted you the use of Proxies in Florida.
It states, that "UNLESS IN THE GOVERNING DOCUMENTS" That means that the first thing that you must do is to check your own Articles and ByLaws to see if they address Proxy Voting, otherwise your association must follow the above useage stated from Don.

You must follow this to the letter if you do not have specific instructions in your own docs. You may appoint a proxy holder with the power to vote vor you. It seems that your instructions from your Board also appoints the secretary to hold your Proxy vote. You must sign it. It is only valid for 90 days and that is why it is called a "LImited Proxy" IF you name the Secretary, they will vote according to what they are working to pass, be it an amendment or election. So use your Proxy wisely.