FL HOA - MORE HELP!!! Nominations from floor at Annual Meeting

Is anyone aware of anything in FL statutes that allows candidates for the board to be nominated from the floor at the Annual Meeting. Our governing documents are silent. Our property management firm handled the notices of the meeting and the mailing of ballots and the deadlines for candidates to apply to run. We have 1 vacancy and 2 homeowners submitted papers to run. Now 1 candidate has dropped out.

My concern is that the president will get proxies from homeowners and use them to nominate another candidate from the floor at the meeting. He did the same thing last year even though the property manager's notice of the meeting and election stated that NO NOMINATIONS FROM THE FLOOR WILL BE ALLOWED. Last year's Annual Meeting was my first and I was shocked when the entire meeting was "hijacked" by a homeowner who made motions from the floor and called for a vote by acclamation even though our governing documents specifically say this is not allowed. I expected the outgoing board to conduct the meeting, but no one did. The thing was bedlam!!! I was one of 3 candidates who had submitted papers to be on the ballot. We had 3 openings so the property manager said we did not need to vote. He wrote to the homeowners ahead of the meeting and said that since there were 3 openings and 3 candidates, there would be no ballot and no vote. One of the 3 candidates could not attend the meeting so the president made a motion that she be taken off the ballot and he proposed his own hand selected candidate who was then voted on by acclamation.

This president is RUTHLESS; he takes the position that if you disagree with how he runs the board or if a homeowner is not treated fairly, the only recourse is to sue and he is banking on no one having the money to do so.

I am not an attorney, so this is not legal advice. Just a few observations for you to consider.

Carefully read the governing documents concerning nominations and election of directors, including the requirements for proxies. The election must comply with those requirements.

Consult Chapter 720 of Florida law (assuming that law applies) at http://www.flsenate.gov/statutes/index.cfm?App_mode=Display_Statute&URL=Ch0720/ch0720.htm. Search on "election" and "proxy". It appears that Chapter 720 requires mandatory arbitration in election disputes.

One of your issues may be that the president may have improperly solicited proxies. Check Flordia Court Opinions regard decisions on solicitation of proxies.

To prevent this type of abuse in the future, collect the signatures for a special members' meeting to vote on amendments to the bylaws to correct any deficiencies. Likely, carefully drafted amendments should be included in the petition to ensure that the petition cannot be declared invalid. My recommendations are self nominations and nominations of others by members prior to a specified date with no nominations from the floor. Also require directed proxies for the election, which can only be exercised as stated. Think through how the amended language could be mis-used.

a proxy only gives the right to cast a vote, not nominate a candidate------our hoa, after open forum, does not allow motions from the floor----motions should come from the bod and seconded from the bod-----

What would happen with proxy votes if someone nomations someone from the floor. How then are proxy votes counted? In Florida we must allow nominations from the floor.Does this void the proxy votes?

Ken,

I apologize, I saw the J as an i when I wrote my response.
I'll remember to clean my glasses next time.

Tim

Ken, Bob,

A proxy should not be confused with an absentee ballot. People who are unfamiliar with proxies sometimes believe that a proxy is similar to an absentee ballot. They are not similar.

A proxy is a signed authorization for one person to represent another person at a meeting and to exercise all the rights (or a limited subset of rights) of the person issuing the proxy at that meeting, which could include the right to make motions, participate in debate, make nominations, and to vote on any issue or for any person. In a sense, a proxy is more akin to a limited power of attorney than to an absentee ballot. A proxy may be issued for a single meeting, or for a specified period of time which could cover several meetings. A proxy may be undirected, in which case the holder of the proxy may exercise the rights as he or she chooses, or it may be a directed proxy, whereby the proxy holder must exercise the rights in accordance with the issuer's wishes. Proxies generally can be revoked at any time by the issuer.

Proxies come from corporate law. If you've ever held stock in a corporation, you've likely received proxy notices. Every stockholder has the right to vote for directors and on issues to be brought up at a corporation's annual stockholder's meeting. Because many (probably most) stockholders are unable to take the time to travel and attend these meetings, they must be given the opportunity to have a proxy to represent them at the meetings. Of course, in reality, those who own large shares of stock (the majority stockholders) generally do attend the meetings and carry most (if not nearly all) of the votes. Still, even if you own only one share of stock, you must be given the right, according to corporate law, to be represented and your vote counted.