Limitations on Proxy Votes?

Started by KevinK7 • 4 replies • 2138 views

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KevinK7 (Florida)
Posts: 1,343

Posted:

I am unsure, but I just recently noticed that my HOA allows proxy votes to be submitted via the website. I was under the understanding that in Florida the use of a proxy was not to allow someone else to make decisions for you, but for you to cast a "yes" or "no" in the event that you are unable to attend a meeting. I had substituted an asterisk in place of names, but then names that were listed are those of the secretary and treasurer of the board. Would this be a conflict with the purpose of a proxy because it would just be giving the BOD weighted votes?

"This Proxy is solicited on behalf of the Board of Directors for the Quarterly Membership Meeting May 19, 2008, to be held in the **************.

The undersigned owner of the property listed below hereby appoints, ************** proxies with full power of substitution, to vote as designated below on behalf of the undersigned member in good standing at the Annual Meeting of Members on May 19, 2008 and any adjournments thereof, with all the powers that the undersigned would possess if personally present. In their discretion, the proxies are hereby authorized to vote upon such other business as may properly come before the meeting and any adjournments or postponements thereof.

This proxy will be voted in accordance with the specification made below. If no directions are indicated hereon, the proxies are directed to vote in accordance with the recommendations of the Board of Directors or as the proxies see fit if no Board recommendation is provided. This proxy may be used to establish a quorum.

I understand that there are no issues requiring a ballot on the meeting agenda for May 19, 2008, however I wish my proxy to be counted for a quorum in order for the Association to conduct regular business.

Use my proxy to establish a quorum. (Select "Yes" below then "Finish" to cast your proxy.)

Yes... use my proxy to establish a quorum.

The undersigned ratifies and confirms any and all acts and things that the proxy may do or cause to be done in the premises, whether at the meeting referred to above or at any change, adjournment, or continuation of it, and revokes all prior proxies previously executed. This proxy must be received by the Association no later than the date and time for the meeting."

GlenL (Ohio)
Posts: 5,491

Posted:

720.306 Meetings of members; voting and election procedures; amendments.--
(1) QUORUM; AMENDMENTS.--

(a) Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests. Unless otherwise provided in this chapter or in the articles of incorporation or bylaws, decisions that require a vote of the members must be made by the concurrence of at least a majority of the voting interests present, in person or by proxy, at a meeting at which a quorum has been attained.

(8) 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.

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KevinK7 (Florida)
Posts: 1,343

Posted:

Didn't see that last part! Thanks Glen.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Kevin,

Many people confuse a proxy with an absentee ballot. They are not the same thing. Proxy voting is used quite often in corporations because it may not be possible (or even desireable) for some stockholders to attend annual meetings. It is also often customary to assign the proxy to a member of the board, and if how to vote is not specified, for such proxies to be voted in accordance with board recommendations.

With an absentee ballot, the questions are limited to those on the ballot. With a proxy, the proxy holder can vote on other questions that may arise during the course of the meeting, and not just those that may be placed on a ballot. That is why proxies are used instead of abstentee ballots where they are allowed. The proxy holder can vote however he or she chooses on any question unless the person authorizing the proxy specifies how the proxy holder is to vote.

Many HOAs are incorporated and come under corporate law, which is why some HOAs have proxy voting. In this case, the homeowners are the "stockholders" of the corporation.

I see nothing unusual in what you have posted, except I don't understand how a proxy can be executed via a website since a signature is required. I could see downloading and printing a proxy authorization from a website, signing it, and then returning it (via mail or hand delivering it) to the secretary of the association (or the association's agent).

BTW, proxies can be valid for any period of time that is allowed under law or otherwise specified. They might be valid for only a specific meeting, or for any and/or all meetings within a specified time period. Our proxies are valid for a period of one year unless rescinded sooner by the person authorizing the proxy.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Kevin,

The way that Fl proxies work and yours must comply--and they do-- is that you either name a designated proxy voter for yourself OR the Association has provided you with the Secretary or the Treasurer to vote on association matters. This is very normal in associations where there is always a problem getting sufficient votes to run the business of the members. Naming the designated officers is an insurance policy that there will be enough votes to enact or deny any proposed votes. You will have to trust that these officers have the best interest of it's members before you just name them for your proxy vote.

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