|
|
| You are not authorized to post a reply. |
|
|
| Author |
Messages |
|
GaryT
(Illinois)
Posts:12
 |
| 07/18/2010 1:24 PM |
|
Good afternoon, all! I'm looking for informed opinions on how a proxy for proxy voting can be structured. Our bylaws allows proxy voting, and states that a quorum shall consist of "the presence in person or by proxy at any meeting of the voting members having total votes of 15% of the total membership." (Our HOA has a total of 95 lots, so therefore, 95 members.)
The bylaws also state that, in order for the Association to purchase additional property on behalf of all lot owners, we must call a meeting for that purpose and we "require the affirmative vote of all the votes of lot owners present at the meeting", meaning 100% of the votes ATTENDING, either in person or by proxy, must vote in favor of the purchase.
We are looking at purchasing a small parcel of land adjacent to the subdivision and are planning our meeting. We want to offer proxies for those who either cannot attend or choose not to attend, but we concerned about the possibility that a proxy might kill the deal. When we've offered proxies at our Annual Meeting, we've given the lot owner the choice of assigning a blanket proxy to the Secretary to vote as he/she sees fit or to specify that the Secretary should vote a certain way. We would like to simply offer a proxy assigning blanket authority to the Secretary to vote as he/she sees fit. In other words, if a lot owner wants to vote against a proposal, they must come to the meeting to hear the discussion. Can we do this?
As an alternative, can we choose NOT to allow proxy voting for this meeting? We're hesitant to do that because we want people to be able to offer their opinions, but on the other hand, it would encourage anyone who may not agree with the purchase to attend the meeting.
Any thoughts or insights on this would be greatly appreciated.
Gary |
|
|
|
|
GlenL
(Ohio)
Posts:3621
|
| 07/18/2010 3:30 PM |
|
| Gary I would send the proxies out just like you normally do. If people want to vote against then they can either show up or make up their own proxy and give it to someone who will attend. |
|
Your board meeting is not held in the Situation Room of the White House. It's not life or death. Let people in, keep it positive, then go home and get a good night's sleep. If you hold off drinking until after the meeting, instead of before or during, you're probably doing OK. JosephW |
|
|
MaryA1
Posts:0
|
| 07/18/2010 4:19 PM |
|
Gary,
Although many assn do as your would like to do at this election, but I don't know that it's legal. I would run this election in the same manner as you have run your elections in the past. Give the member the option of having the Sec vote their proxy her way or the way of the proxy giver.
Since your bylaws state members may vote in person or by proxy then the BOD cannot decide not to provide proxies. The BOD cannot do something that is contrary to the bylaws, that would be a violation of the gov documents. Although the bylaws state the member "may" vote by proxy, it's the members option to use a proxy or not -- not the BOD's option! |
|
|
|
|
JeanneK3
(Maryland)
Posts:362
|
| 07/19/2010 5:18 AM |
|
Gary:
My guess is that your established method of doing proxies is also state law. I wouldn't cut any corners with something as important as buying property because if someone challenges the voting the legal costs will be huge.
Jeanne
|
|
|
|
|
TimB4
(Virginia)
Posts:3801
|
| 07/19/2010 6:51 PM |
|
Gary,
There are two types of proxies. A general proxy and a directed proxy.
A general proxy appoints someone to represent the member and allows them to cast a vote anyway the representative decides.
A directed proxy appoints someone to represent the member but directs them to cast a vote in a specific way (yea or nay).
I would suggest drawing up a directed proxy form and send it to the membership. I would also suggest that the Association provide a self addressed stamped envelope.
Something like:
I, [name], being a member of the [association], hereby appoint [blank space] to be my proxy representative at the meeting to be held on [date] at [place/time]. I also direct this representative to vote in the following manner:
issue#1 yea___ Nay____ As they desire _____
issue#2 etc.
Signature: Date: Lot #:
If this is also your annual meeting for directors, provide a list of candidates and an annotation that they may select up to x. If your association allows nomination from the floor, this should be mention in the proxy as well.
Remember, The proxy is not a ballot. The vote will still have to be registered on a ballot to count.
Hope this helps.
Tim |
|
|
|
|
|
| You are not authorized to post a reply. |
|
|
General Legal Notice: The content of forum messages are from the posting member and have not been reviewed nor endorsed by HOATalk.com. Messages posted by HOATalk or other members are for informational purposes only, are not legal or professional advice and do not constitute an attorney-client relationship. Readers should not act upon this information without seeking professional counsel. HOATalk is not a licensed attorney, CPA, tax advisor, financial advisor or any other licensed professional. HOATalk accepts ads from sponsors but does not verify sponsor qualifications nor endorse/guarantee any sponsor's product or service.
HindmanSanchez Legal Notice: (For messages posted by HindmanSanchez) This message has been prepared by HindmanSanchez for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Members of HOATalk.com should not act on this information without seeking professional counsel. Please do not send us confidential information unless you speak with one of our attorneys and get authorization to send that information to us. If you wish to initiate possible representation, please contact an attorney in our firm. Our attorneys are licensed to practice law in the state of Colorado only.
Legal Notice For Messages Posted by Sponsoring Attorneys: This message has been prepared by the sponsoring attorney for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Readers of HOATalk.com should not act on this information without seeking professional counsel. Please do not send any sponsoring attorney confidential information unless you speak with the sponsoring attorney or an attorney from the sponsoring attorney’s firm and get authorization to send that information to them. If you wish to initiate possible representation, please contact an attorney in the firm of the sponsoring attorney. Sponsoring attorneys that post messages here are licensed to practice law in a specific state or states as indicated in their message signature or sponsor’s profile page. (NOTE: A ‘sponsoring attorney’ is an attorney that is a HOATalk.com official sponsor and is identified as such in the posted message or on our sponsor page.)
|
|