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JeffG12 (Missouri)
Posts: 18
Posted:
I'm a new trustee for an HOA in Missouri. We are not incorporated, nor registered within our state, therefore State Statutes do not govern us. Only our Bylaws govern us. Our Bylaws are simply recorded at our county recorder office. Our Bylaws state in order to vote the member must be "present" at the meeting. Bylaws are silent about voting by proxy or electronic communication, etc.. We have told members Proxy is not allowed, but certain members keep pushing the issue. When I look at the legal definition of "present at the meeting" on google I see "present at a meeting means to be present in person, or able to participate in the meeting by electronic communication, or to be represented by a proxy who is present in person or able to participate in the meeting by electronic communication"; We do not have high speed internet in our area, so Zoom and the like will not work. Board of Trustees do not want proxy and want actual participation by members and not someone hoarding votes for their own political agends.

Must we allow proxy or are we okay to continue to deny it?

I guess option 2 would be to allow mail in ballot on elections maybe.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Jeff,

It's likely not a good idea for the Association to be unincorporated.
See: Missouri HOA Laws and Regulations

Per corporate statute, MO Rev Stat ยง 355.291, yes not applicable but should be used as a guide as any challenges in court would likely see the court using it as a guide:

355.291. 1. Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.

Hence, since your bylaws do not prohibit proxies, I would say that they should be allowed.
JeffG12 (Missouri)
Posts: 18
Posted:
Tim, Neither Chapter 355 nor 351 applies to us as we are not registered with the state nor incorporated.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By JeffG12 on 03/15/2021 11:47 AM
Tim, Neither Chapter 355 nor 351 applies to us as we are not registered with the state nor incorporated.

I know that.
I said that the statute is not applicable.

HOWEVER, it's a standard to go with.
Your Bylaws do not define "present".
Per your own posting, your research showed "present" to be by proxy.

Since, your Bylaws do not prohibit proxies, it's best to use what definition a court of law might use. This would be what is in the statutes.

If nobody challenges, then there is no issue.
If anyone challenges in court, then there may be an issue.

Hopefully your quorum requirement isn't high. Sometimes, by not utilizing proxies, it can be difficult to reach a quorum.
MaxB4
Posts: 3,513
Posted:
It sounds like your click wants to make it as difficult to vote as possible.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By TimB4 on 03/15/2021 1:24 PM
Posted By JeffG12 on 03/15/2021 11:47 AM
Tim, Neither Chapter 355 nor 351 applies to us as we are not registered with the state nor incorporated.


I know that.
I said that the statute is not applicable.

HOWEVER, it's a standard to go with.
Your Bylaws do not define "present".
Per your own posting, your research showed "present" to be by proxy.

Since, your Bylaws do not prohibit proxies, it's best to use what definition a court of law might use. This would be what is in the statutes.

If nobody challenges, then there is no issue.
If anyone challenges in court, then there may be an issue.

Hopefully your quorum requirement isn't high. Sometimes, by not utilizing proxies, it can be difficult to reach a quorum.

I agree.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By MaxB4 on 03/15/2021 1:27 PM
It sounds like your click wants to make it as difficult to vote as possible.

I agree.
MichaelS56 (Minnesota)
Posts: 859
Posted:
May be you folks should set-up your own court system and determine the outcome you want and not have to follow any Missouri laws.
JeffG12 (Missouri)
Posts: 18
Posted:
Thank you for everyone's input. The founding fathers wanted active engagement by members. As a result of your comments, We will have to design a policy to entertain proxy vote.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Jeff

MO already allows Proxy voting unless one Bylaws prohibit it. See the below link. Should not be an issue implementing it.

https://www.lawserver.com/law/state/missouri/mo-laws/missouri_laws_355-291
CathyA3 (Ohio)
Posts: 6,299
Posted:
It's also possible to use proxies to establish quorum only but not for voting, which is how we do it. So even if your state says NO to electronic voting, you can still use proxies.

If your annual meetings have issues of making quorum but are otherwise straightforward (election only, no voting on issues), then use of paper proxies makes sense. Many HOAs would never be able to hold annual meetings if proxies were not allowed.

The only meetings where proxies are generally not allowed is at board/trustee meetings - the directors/trustees must be present either physically or via electronic meeting platforms such as Zoom.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Without Proxies we would never be able establish a Forum (20% of 112) for
an Annual Meeting. Our Proxy reads for Quorum and is also assigned to the BOD
for voting. It is sent out along with the Annual Meeting notice, at least
30 days prior to the meeting.

If an owner submitted a Proxy and registers in person, the Proxy is not used
and it is returned to the owner.

One additional thing about Proxies. The latest dated one is the valid one.
Earlier dated ones are not valid.
JeffG12 (Missouri)
Posts: 18
Posted:
Does anyone require notarized signature on proxy vote in order to ascertain authenticity of member?
NpS (Pennsylvania)
Posts: 4,216
Posted:
When we went to the forum
There wasn't a quorum
The rules said we shouldn't
The owners said we couldn't
Should the Board ignore 'em?

Sikubali jukumu. Read all posts at your own risk.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By JeffG12 on 03/16/2021 2:35 PM
Does anyone require notarized signature on proxy vote in order to ascertain authenticity of member?

Jeff

I have never heard of a Notary on an HOA Proxie. You keep sounding like a BOD that does not want Proxies used.
JohnT38 (South Carolina)
Posts: 1,631
Posted:
Quote:
Posted By JohnC46 on 03/17/2021 11:04 AM
Posted By JeffG12 on 03/16/2021 2:35 PM
Does anyone require notarized signature on proxy vote in order to ascertain authenticity of member?


Jeff

I have never heard of a Notary on an HOA Proxie. You keep sounding like a BOD that does not want Proxies used.

I agree. A notary is a bit much.

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