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AlexC1
(Florida)

Posts:25

12/17/2007 3:16 PM
Our central Florida HOA had its yearly election meeting last month and according to the property manager (PM), 18 homeowner's proxies were returned to him. Our bylaws states that members may NOT vote by general proxy. Yet the proxy was not defined as a limited proxy. ‘Limited’ was not referenced at all in the PM’s cover letter or the proxy itself. Actually, the letter had an ‘Enclosure’ section which included the words “General Proxy”. Furthermore, the proxy states that "... the undersigned hereby appoints the Secretary of the Association or _______________, attorney and agent with the power of substitution ... to vote as proxy in order to establish a quorum. The PM admitted that none of the 18 homeowners designated someone to vote in their stead thus all 18 proxies were credited to the Association's Secretary. Her (master) ballot counted as 19 votes which was enough to elect her 5 nominees. Several questions: (1) Was the proxy used really a General proxy ? The proxy's designated voter sentence may also have mislead homeowners in thinking they could only appoint the HOA's Secretary or an attorney and agent. The conjunction 'or' did not precede 'attorney'. (2) Could I therefore argue that the PM did NOT follow our by-laws by not using limited proxies, and that the proxy was misleading and gave the Secretary an unfair advantage to get re-elected, and therefore the election is null and void ? I would appreciate any response, especially from someone who has been involved in overseeing elections in Florida.

SusanW1
(Michigan)

Posts:5028

12/17/2007 3:32 PM
I am confused - were all of the 18 proxies supposed to serve as a quorum number OR to be used in the election? Your quote says for the purpose of establishing a quorum (so business could be conducted) Also, what do you mean by "her nominees"?

DonnaS
(Tennessee)

Posts:5671

12/17/2007 5:09 PM
Alex, I need to have a little more information as to what was written on the proxy. More than likely, it was a limited proxy form which is what we are allowed to use in HOA's. Your Bylaws will have the statement for proxy use in your association. Below is the Proxy use statement from 720;306 (8) Proxy Voting. 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. Alex, there is no other place in the Statutes that describe an open Proxy so I would believe that your proxies were poorly done or copied from some book without being of a Limited Type.

RobertR1
(South Carolina)

Posts:5164

12/17/2007 5:29 PM
Furthermore, the proxy states that "... the undersigned hereby appoints the Secretary of the Association or _______________, attorney and agent with the power of substitution ... to vote as proxy in order to establish a quorum. ***************************** I am not sure what this means, but if it means it is to be used for the purpose of Quorum, the election is void. Purely a case of someone not paying attention to what they are doing. It is obvious someone wanted to acquire these votes (secretary) and if was done over you can bet your booty it would not be worded this way. They screwed up and got caught.......I'm glad. I don't like assigned proxies for voting, Give the people the slate, and the absentee ballot'''''''' .........no comments about the Board or anyone else.

AlexC1
(Florida)

Posts:25

12/18/2007 8:41 AM
Susan, I think everyone receiving the proxy got confused. The letter from the property manager announcing the annual meeting/election began as follows: "Enclosed is a Proxy form for establishing quorum requirements. You are urged to participate by attending in person or by returning the proxy form signed by your 'designated voter' and mailing it...". The proxy form, stated "Know all persons by these present that the undersigned hereby appoints the Secretary of the Association or____________,attorney and agent with the power of substitution for and in the name, place and stead of the undersigned, to vote as proxy in order to establish a quorum at the Annual Meeting of the Membership." According to the PM, 18 proxies were received, but none had been signed by a 'designated voter' as instructed by the PM's letter. No proxy had a name in the space for 'appoints ...', perhaps because of the possible link to 'attorney and agent' thefore the secretary was appointed by default as the designated voter. She in turn filled out her ballot with the 5 individuals she wanted elected and her vote counted as 19 (18 proxies and her ballot). Donna, in a prior meeting where proxies were used to vote on an issue, the proxy contained a bold heading "Limited Proxy", and the attached letter also indicated it was a 'limited proxy'. For the annual meeting the PM's letter called the proxy a 'General Proxy', a proxy type not allowed in our bylaws for electing BOD. The form only had a bold heading for 'PROXY'. Robert, I agree the election is void. It appears the letter and proxy form have been ambiguous and confusing, thus giving the HOA's secretary a guarenteed re-election. Hope this helps.

DonnaS
(Tennessee)

Posts:5671

12/18/2007 8:50 AM
Alex, That helped alot. IMHO, the election was null and void because the use of the Proxies was not in conformation with the Statutes which require Proxies to be Limited or your Bylaws. Now your P.M. is not doing her job either as she should know how the Statutes require proxies to be limited in nature. You need to show her a copy of your ByLaw proxy statement and the Statute that I quoted for you.720;306, (8))Proxy Voting"

RubenJ
(Florida)

Posts:4

03/18/2010 8:43 PM
This is my first time posting here. I live in Plantation Florida; my community had the annual election on March 10, 2010 and because we don't had a quorum and a combination of proxies and people present at the meeting, the HOA Board of Directors rolled over again and now is part of the new BOD. At the time of the elections we have three new people who wanted to run for the board but this never happened based upon the old board rolling over. The PA told us that the Florida Status 720 said is ok for the BOD roll over. As per our by laws we do not have this roll over mentioned if we don't have a quorum. Can some one tell me if this roll over is allowed in the Statue 720? Thank you in advance - Rolo

GlenL
(Ohio)

Posts:3526

03/19/2010 7:24 AM
Welcome Ruben, if there is not a quorum and no election can be held then it is proper for the BOD to remain in office. Most documents have a phrase similar to: Each Trustee shall hold office until the next annual meeting of members of the Association in which his term expires or until his successor is elected or until his earlier resignation, or removal from office or death.

Too bad the only people who know how to run the country are busy driving cabs and cutting hair. - George Burns

GlenL
(Ohio)

Posts:3526

03/19/2010 8:56 AM
Alex where was the Board in all of this? They should have approved the mailing and the proxy before they were sent.

Too bad the only people who know how to run the country are busy driving cabs and cutting hair. - George Burns

MaryA1

Posts:0

03/19/2010 11:56 AM
Alex, As far as none of the proxy forms had a person indicated in the space for "appoints" means the Secretary was given the proxy. But, in plain English, if the 18 proxy forms used by the Sec were not signed by the members who issued them then they are null & void. The member must sign the proxy form for it to be valid otherwise any member of the assn could make any number of copies of a proxy form and say they were given to him by various members. What is the wording in your bylaws that makes you think limited proxies are required? The statute Donna posted does not state it must be a limited proxy as she claims. Perhaps there is some confusion as to what a limited proxy is. A limited proxy means the proxy giver states how they want to vote. A general proxy means the proxy giver allows the proxy holder to vote as he/she wishes, which is how the Sec. voted. The bottom line is that this election should be null and void. Because none of the 18 proxies used by the Sec were signed by the members who gave them, those proxies were null and void. Now instead of voiding the whole election, the BOD could choose to recount all the ballots cast excluding the 18 proxies that is if a quorum was reached w/o the 18 proxies.

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