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

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LizJ
(Florida)

Posts:34

10/12/2006 8:13 AM
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.

RogerB
(Colorado)

Posts:4686

10/12/2006 9:47 AM
Liz, unfortunately I have found several power hungry people voted on to HOA Boards. When they become President they can be very dangerous and detrimental to the association. I had to testify at a trial where the HOA lost because of such a person. It went through a trial court and then through Colorado's Appealate court. It cost the association all of their reserve funds plus a special assessment. At that they were lucky because the homeowner who was sued by the HOA did not have a good attorney. They should have counter sued and would have won for their cost which was about $50,000. Your best recourse if you want to get the President removed from office and from the Board is a petition for a special members meeting for the purpose of removing this person. Then make sure you have enough votes, including proxies, to vote their removal and to elect another person to the Board. You may also have to remove this person's cronies, otherwise they might be able to reappoint them to the Board.

DonN
(Michigan)

Posts:357

10/12/2006 12:07 PM
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.

Don Nordeen Governance of Property Owners Associations

BarbaraK
(Florida)

Posts:33

10/14/2006 6:11 PM
The Florida Statutes-Section 720-306 state that any member may nominate him or herself from the floor at the time the election is held. Your documents might address this situation also. The Florida Statutes supercede anything else. Nobody has the right to prevent any one from nominating him or herself from the floor at the time of the election. Even though there are enough people running to fill the seats on a board, there must be an election in case someone wants to nominate himself from the floor. Seems to me that you might want to call an attorney for an opinion. It shouldn't cost that much for a legal opinion..

BobW1
(Florida)

Posts:11

11/07/2006 1:03 PM
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-----

RogerB
(Colorado)

Posts:4686

11/07/2006 3:11 PM
Posted By BobW1 on 11/07/2006 1:03 PM 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----- Bob, perhaps your By-laws only allow these procedures but if so they violate a members rights. In many cases a proxy is given full rights of the member they are representing and therefore can make nominations when appropriate, make motions, participate in discussion, and vote. Motions at an annual meeting should be allowed by any member and seconded by any member. Thus I presume your comments on motions refer only to a Board meeting.

KenJ6
(Florida)

Posts:1

12/12/2011 8:58 AM
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?

TimB4
(Virginia)

Posts:3806

12/12/2011 11:03 AM
Keri, Nominations from the floor are usually voted in via write-in candidate (as the ballots are typically printed prior to the meeting). If the proxy representative has a general proxy, they are allowed to vote how they think is best and may fill in the ballot with write-in candidates. If the proxy representative has a directed proxy (required to vote a specific way) then the ballot must be filled out as directed. This typically means that they may not cast a vote for a write in candidate. Our Association has nominations from the floor. I've attached a copy of our proxy form as an illustration on how one might include the floor nominees. I've also discovered that if there are floor nominees they are stepping forward to fill in the open candidate slots and therefore proxies don't have too much affect on the outcome as we elect Directors by the plurality of the votes (i.e. those who get the most votes win). Hope this helps, Tim
Attachment: 112123091971.doc

TimB4
(Virginia)

Posts:3806

12/12/2011 11:04 AM
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

PetunkaM
(Florida)

Posts:958

12/17/2011 4:39 PM
'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. ' __ Your By-laws do not address voting for the Directors? I am surprised. Please know, Florida statute does not always trump the By-laws. It all depends on wording.

BruceF1
(Connecticut)

Posts:1510

12/18/2011 3:59 AM
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.

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