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UrellaH
(Pennsylvania)

Posts:15

08/06/2008 8:21 AM
I am planning to run for the BOD. What is voting by proxy? What does a proxy look like?

GeorgerwilliamsW
(Indiana)

Posts:768

08/06/2008 8:55 AM
Posted By UrellaH on 08/06/2008 8:21 AM I am planning to run for the BOD. What is voting by proxy? What does a proxy look like? A proxy is a document that enables some other member of the association to cast your vote. Proxies count toward a quorum in a meeting. More information (perhaps far more than you want) is here: http://en.wikipedia.org/wiki/Proxy_voting Here is sample proxy language for educational purposes only. It must be reviewed by attorney before use. SAMPLE REVOCABLE PROXY The undersigned, being all persons or organizations with an ownership interest in the property commonly known as [insert address] being Lot#______ in [name of community], hereby designate[s] [name of person/member] as my/our/its lawful attorney-in-fact and voting representative at the Annual Meeting on [date] and any subsequent meetings called for the purpose of achieving a quorum, pursuant to the applicable provisions of the By-Laws of the Association. I/we hereby authorize the voting representative to vote for [specify candidates] [or candidates of his/her choice at his/her sole discretion]. This Proxy may be revoked by my/our attendance in person at the Annual Meeting, by a specific revocation delivered to the secretary prior to the counting of the votes, or by submitting a subsequent Proxy with a more recent date and postmark than the initial Proxy. Date Signature[s] I hope this give you some useful information. I am sure others can offer additional thoughts.

MaryA1
(Arizona)

Posts:2498

08/06/2008 10:10 AM
Posted By UrellaH on 08/06/2008 8:21 AM I am planning to run for the BOD. What is voting by proxy? What does a proxy look like? Urella, A proxy is a document which gives an idividual the legal power to act for another individual, such as casting a vote in an election. The right to cast a vote by use of a proxie must be stated in your bylaws or in state law. Some assn's will only accept proxies that name a board member (usually the secretary) as the proxy. I don't know if this is legal; however, I do know some assn do this and do get away with it. There are several types of proxies: 1) direct proxy -- the proxy holder votes as directed by the individual giving the proxy 2) general proxy -- the proxy holder votes on all issues as he feel appropriate 3) specific proxy -- the proxy holder only votes on a specific issue(s), as stated in the proxy

DonnaS
(Tennessee)

Posts:2948

08/06/2008 10:18 AM
In Florida we have "Limited Proxies" Which allows the proxy holder to vote on the specific matter for which the proxy is issued. They also have a 90 day limitation in case a vote should be postponed. Example-- in case an annual meeting fails to have a quorum, the proxy can be used at a latter date within the 90 day limit.

BrianB
(California)

Posts:1748

08/06/2008 2:51 PM
Mary, you forgot the 4th one for Arizona: The NO, NOT YOURS, YOU CAN'T USE A PROXY proxy.

MaryA1
(Arizona)

Posts:2498

08/06/2008 4:10 PM
Posted By BrianB on 08/06/2008 2:51 PM Mary, you forgot the 4th one for Arizona: The NO, NOT YOURS, YOU CAN'T USE A PROXY proxy. Brian, Yes, you're right. Proxies are outlawed in AZ. Not knowing what the laws are in other states, that's why I stated: "The right to cast a vote by use of a proxie must be stated in your bylaws or in state law."

BrianB
(California)

Posts:1748

08/06/2008 5:00 PM
I know you know.. just giving a current AZite a hard time from this former AZite.....

SusanW1
(Michigan)

Posts:2316

08/06/2008 5:09 PM
Check your bylaws. Proxies MUST be approved by your governing documents (CCRs or byalws or state statutes) Some proxies are used ONLY to cast votes or for elections. Other times, they can be used to establish a proxie or ONLY to establishe the proxy so there can be business conducted. In any case, be sure you know ALL the voting options of your membership, because there could be several different ways to vote. (Heck they are thinking of accepting electronic voting in my HOA - email and/or text message voting! Anyone under 35 does this stuff all the time. We older folks better get ready for the future)

SusanW1
(Michigan)

Posts:2316

08/06/2008 5:11 PM
Sorry - Proxies can be used ONLY to cast votes or for elections. Other times, they can be used to establish a QUORUM and used for voting or to ONLY establish the QUORUM, so there can be business conducted.

GeorgerwilliamsW
(Indiana)

Posts:768

08/07/2008 12:00 AM
Posted By SusanW1 on 08/06/2008 5:11 PM Sorry - Proxies can be used ONLY to cast votes or for elections. Other times, they can be used to establish a QUORUM and used for voting or to ONLY establish the QUORUM, so there can be business conducted. \ Susan, I am not trying to be disputatious, here. I am not trying to be mean spirited. And I am most certainly not seeking to question integrity or character. But the response is not accurate. That may be, indeed, the case in Michigan, but most certainly not south of the border in Indiana (and perhaps other states as well--I don't know). Were the word "generally" to be substituted for "ONLY" in the post, then I would be in complete agreement. A proxy is a form of power of attorney that enables one person to act on behalf of another. Depending upon state law and governing documents, a proxy can be used in multiple situations, from establishing a quorum, to election of board members, to votes on any issues, to any issue that leads to representation, including addressing a forum or governing body, signing contracts, accepting compromises, etc. If documents and/or the law is silent on proxies, then they are generally acceptable. They need not be specifically authorized. Indeed, if not specifically authorized, a proxy can be either accepted or ruled out of order by the appropriate corporate officer at a governance meeting.

KirkW1
(Texas)

Posts:1190

08/07/2008 5:27 AM
Short of hearing a state law allowing for it, I would think it a violation of corporate governance to allow a proxy to only be assigned to the board. Now if they made a rule that proxies could only be used to establish a quorum, it could be reasonable, though it would have no point. Allowing only the board to use proxies is a very unfair prospect indeed. It would serve to further entrench corrupt boards and encourage abuse of power. In any election the incumbent has a strong advantage. (Which explains of a lot in timing of when people run for office.) At best, only allowing the board to use proxies breeds distrust. I know I would look into the legality were I to run across it. Just because it is in the documents doesn't make it legal. The simple reality is that there are many times that a person or organization puts forth items that violate the law.

SusanW1
(Michigan)

Posts:2316

08/07/2008 5:27 AM
The bylaws or other governing documents will restrict the use of the proxy. I have seen proxies used to meet the quorum requirement ONLY (and cannot be used for any other purpose at the same meeting.) I have seen proxies used ONLY for voting purposes. That's about all I've ever seen a proxy used for at an HOA meeting.

GeorgerwilliamsW
(Indiana)

Posts:768

08/07/2008 5:59 AM
Posted By KirkW1 on 08/07/2008 5:27 AM Just because it is in the documents doesn't make it legal. The simple reality is that there are many times that a person or organization puts forth items that violate the law. Kirk, you are absolutely right! I see situations time after time in which the association board violates the law, such as restricting proxies to be only in the name of the board secretary, or requiring an "official" proxy form to prevent a member from independently soliciting proxies. There is only one way to fight such abuse in most circumstances: that is a single member or group of homeowners has to engage an attorney to force the board to comply with the laws. To most homeowners, the cost and stress is simply not worth it. And that is precisely what the abusive board of directors is counting on. They have the resources of the association and the association attorney behind them.

MicheleD
(Kentucky)

Posts:1862

08/07/2008 6:29 AM
I'm curious, and this is more my lack of knowledge in the area than anything else, but what would be the point of allowing a proxy for the exclusive use of establishing quorum and nothing else? I mean, if the proxy does not allow for the proxy holder to actually vote as business comes up or make motions or whatnot at the meeting then is a quorum really "represented" by mere pieces of paper? Shouldn't the proxy also carry the weight of a vote in some way? It's pretty useless then, it would seem to me. Again, not challenging, just trying to understand the nuances.

MaryA1
(Arizona)

Posts:2498

08/07/2008 7:32 AM
Posted By MicheleD on 08/07/2008 6:29 AM I'm curious, and this is more my lack of knowledge in the area than anything else, but what would be the point of allowing a proxy for the exclusive use of establishing quorum and nothing else? I mean, if the proxy does not allow for the proxy holder to actually vote as business comes up or make motions or whatnot at the meeting then is a quorum really "represented" by mere pieces of paper? Shouldn't the proxy also carry the weight of a vote in some way? It's pretty useless then, it would seem to me. Again, not challenging, just trying to understand the nuances. Michelle, By allowing the proxy to only count toward the quorum, the board can (hopefully) ensure the meeting takes place. Perhaps they don't want a lot of people to be voting because they know they have enough votes to get their preferred candidates elected. Many assn's do not have % of votes requirements to elect board members. From my former assn bylaws: "The person receiving the largest number of votes shall be elected." Technically speaking, the board could have elected the board members without any other members casting a vote as long as enough proxies were received to attain the quorum! Scary, isn't it?

GeorgerwilliamsW
(Indiana)

Posts:768

08/07/2008 7:33 AM
Scary is right! It is a downright abuse of power.

MaryA1
(Arizona)

Posts:2498

08/07/2008 7:41 AM
George, Of course, that was only speculation on my part. I don't know if this is a reason for only allowing a proxy to count toward the quorum. If you think about it, the only reason, IMO, would be to ensure the attainment of a quorum. But, then why wouldn't you also want the members to have the ability to cast a vote? Must be an ulterior motive there somewhere, right? The proxy could serve two purposes -- count toward the quorum AND be used to cast a vote.

MicheleD
(Kentucky)

Posts:1862

08/07/2008 7:49 AM
Well, that's my point exactly. What good is a quorum if it does not have any inherent ability to participate in or effect any business? To watch? If so, how can pieces of paper "watch"? It seems to me that when an instrument mentions that the meeting can be conducted when XX amount of members is represented in person or by "proxy," then that "proxy" has the exact same "weight" as the member in person does. If the member who is there in person is expected to vote on motions, business, etc, then the "proxy" must be allowed the same weight. It just seems to me. Obviously, someone knows loopholes of which I'm unaware.

SusanW1
(Michigan)

Posts:2316

08/07/2008 1:09 PM
I have heard of situations where the bylaws state that a motion can be passed (at a duly-called meeting and where there is a quorum) by a majority of the people THERE and voting. (requirements for amendments of bylaws and CCRs are different) The quorum gets "met" using proxies, but the warm bodies do the voting. Scary, yes. It also gets people to the meetings!! The proxy-used-for-quorum-only ensures that the meeting is "legal"

BrianB
(California)

Posts:1748

08/07/2008 3:51 PM
Here's a non scary example of a proxy being useful for meeting quorum only: Law requires an annual meeting of members, where the board presents the upcoming budget for the year (proposed) and the accounting sheet for the past year. Law, or by laws, requires said meeting to be preceeded by 10 day notice, and be completed by February 15th. Law, or by laws, also requires a 1/3 quorum to be present to be considered an official meeting. No proxy allowed, and 25 people out of 100 show up, and the annual meeting isn't held. Thus, the annual meeting must be rescheduled. Has to be 11 days or more out (need a day to get the new letter typed and mailed, delivered, etc.). Another meeting, this time 32 people show up. Still not enough, so meeting not held, and another 10 days or more go by. More letters (at 42 cents each) and a third meeting. This time, only 12 people show up, because the other 20 got tired of being there and wasting their time. No meeting. another ten days, another $42 down the drain, and another attempt at a meeting. So far, we have lost all of January, and getting close to our February deadline, and we have spent $150 or so in mailings, and not met the state law. Proxies for meeting quorum would be nice, we could have the meeting, adjourn, and all would be well with the world. Also, depending on how your rules are written, the quorum proxy may well allow you to meet, disseminate information, but not vote, because you don't have a quorum of voting members. But at least you got the meeting done.

RobertR1
(South Carolina)

Posts:2510

08/07/2008 4:19 PM
What in the world happened to UtilloH folk's? The original poster. Here we have a person that decides to run for the Board, wants to know what a proxy is and she gets lost in the words. Where was our concern that someone desiring to run for the Board did not know what a proxy was. Didn't we owe her some word of caution or advise to find out more about what she is doing, or is she now lost in space?

MaryA1
(Arizona)

Posts:2498

08/08/2008 7:24 AM
Robert, Do you mean "cyberspace"? Or, maybe she took a vacation before attaining a board position, knowing there would be no time for a vacation afterwards! LOL

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