BOD Proxy to another BOD Member

Started by BethW • 9 replies • 1972 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

BethW (Texas)
Posts: 4

Posted:

We have 7 members on our HOA Board of Directors. There are several points of conflict within the HOA presently. One board member has decided he is too busy with his business to attend or participate in Board Meetings. He initially submitted his resignation but another board member convinced him to remain on the board and assign his proxy to him. This "missing in action" board member never attends meetings and the other board member is now sitting with 2 votes he can submit as he desires. I have researched our bylaws and covenants and can find nothing that allows such an action. We have tried to get another person on the board to fill this "vacancy" however it was voted down by - 1 vote!

Any suggestions/thoughts?

RogerB (Colorado)
Posts: 5,067

Posted:

Beth, By-laws usually state no voting by proxy allowed at Board meeting. This Board member should only be allowed one vote which may be stated in your Declaration. Do your By-laws state that a Board member shall be terminated if they miss X number of meetings per year or X number of consecutive meetings?

BethW (Texas)
Posts: 4

Posted:

No unfortunately our bylaws are not specific about meeting attendance. Short of stirring up the neighborhood I am not sure how the board can become effective again.

RogerB (Colorado)
Posts: 5,067

Posted:

Beth, the board can decide to allow 1 vote for each Board member present.

BethW (Texas)
Posts: 4

Posted:

I agree - however, our board is slowly falling apart. Another member walked out in total disgust tonight. This board member with the proxy has one other member under his thumb so that puts 3 against 2 existing BOD's plus one brand new member that was voted on tonight to fill one vacancy. That is pretty much a stale mate since this one member swears he has the proxy to vote. I think it is time our President seeks some firm guidance from our management company plus the input from an attorney. That is the only way I see any resolution unless we appeal to the entire neighborhood and that I am afraid will totally split our young neighborhood which is not a healthy situation.

JulieS (Georgia)
Posts: 412

Posted:

Your documents should state how a vacancy is filled when a board member resigns. Ours allows the current board members to choose someone to fulfill the remaining term of the vacant position. I have not heard of 'proxy voting' for board members and their meetings. Each person who is a board member should have one vote only. I would check with your MC and if needed, have an attorney send a letter to the person insisting he has a proxy and two votes.

BethW (Texas)
Posts: 4

Posted:

Thanks for the input! I have past on your suggestions to our President! Hopefully we can combat this before it gets totally out of control!

DavidF2 (Florida)
Posts: 2

Posted:

Check you state laws. If you look up HOA laws, you will be amazed at what exists.

I have been on BOD for years. I have learned that if the covenants do not expressly grant proxie rights, then they do not exist and can't be suddenly made up.
To ask for such rights would force a vote of the entire membership to make such a rule. A BOD cannot create a new rule or law, only the entire membership can create a new rule or change a covenant rule.
The BOD can only define current rules in the favor of the betterment of the entire membership.

You have great legal battle in your favor if you file in court. By the way, filing is actually cheap and you get attorney fees if you win. Go to the HOA attorney first asking for clarafication, beat the other BOD member to the punch.
Call you local court system and ask how to file. you will be surprosed how helpful the clerks office can be.

DonN (Michigan)
Posts: 357

Posted:

I support the advice from DavidF2: check your state law.

Typically, POAs are organized under the nonprofit corporation act as a membership or mutual-benefit nonprofit. In Michigan, the law specifies, "The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board ... unless the vote of a larger number is required by this act, the articles, or the bylaws." Hence, proxies for board members are not authorized.

Likely, most of not all state laws limit voting by board members to those attending.

There a good reason to restrict voting by the board to members present. Board members should listen to the discussion of others before making their votes.

Don Nordeen
Governance of Property Owners Associations

DonN (Michigan)
Posts: 357

Posted:

An additional thought on my post above.

Likely, any motion approved by the board which depended upon the proxy vote for approval is invalid. Such invalid votes could create a significant liability for your POA, and personal liability for the other directors who accepted the proxy votes by not making a reasonable inquiry regarding validity of proxy voting. I am not an attorney. Maybe an attorney would have a different opinion. Knowing and adhering to the law is part of the fiduciary duty of each board member.

Don Nordeen
Governance of Property Owners Associations

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here