Get 1 year of free community web site hosting from Community123.com!
Thursday, May 13, 2021











HOATalk is a free service of Community123.com:

Easy to use website tools to help your board
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: Owners appoint a proxy to vote for them still attend the Annual Meeting in person
Prev Next
Please login to post a reply (click Member Login on the menu).
Author Messages
PaulaR3
(South Carolina)

Posts:19


04/30/2021 4:22 AM  


I am the Secretary of a 9 person Board of Directors representing 147 units in a condominium project.

Our bylaws allow a proxy to represent the specified Co-Owner. It was my understanding that for whatever reason the Co-Owner was not planning to attend the Annual Meeting or didn’t feel comfortable voting and selected another individual to represent them. As some of you who have proxies, it is a lot of work to determine who is voting for each unit, the Co-Owner or proxy at our Annual Meeting. .

One of our Board Members got her attorney to write a legal opinion that a Co-Owner who gave another individual their proxy could still attend the meeting. Do those of you who allow proxies, do you allow the proxy giver to attend when they have given their proxy to the proxy taker? Of course our bylaws do not state whether or not the Proxy Giver can attend the meeting even after transferring their proxy to the proxy taker. I assume because it is silent, the attorney says they can also attend after transferring the proxy.

Thank you in advance for your response.


CathyA3
(Ohio)

Posts:1881


04/30/2021 4:56 AM  
Before the meeting starts we check the valid proxy forms against the attendance sheet and pull any for people who have shown up.

I suppose there is nothing legally wrong with having a person attend while someone else casts their vote. But you have to ask what the point is. People generally complete proxies because they don't want to or can't attend the meeting.

I dislike it when people insist on introducing complications where they're not needed. I'd ask questions ahead of time just in case there's a real issue here - such as a disability that would make it hard for the person to vote - and if there seems to be no real purpose behind this, I'd let the person complete the proxy form if they want to and then pull it and tell the person to cast their own darned vote if they show up at the meeting.

If there is some kind of disability issue involved, you do need to provide the necessary accommodation. I guess the proxy could be it. However, it gives the agent full authority to act for the other person, which may not be what's intended. You also have to take care when counting attendees for quorum, and it forces you to be careful when handing out ballots - otherwise you could have a duplicate vote and thus an invalid election. (You may also have to deal with a squabble if the agent doesn't vote the way the person wants them to.) So some kind of other accommodation is preferable.

EvelynW
(South Carolina)

Posts:9


04/30/2021 7:09 AM  
In the properties I managed in NY - we always asked for proxies even though they were attending - just in case we didn't have a quorum so we would have enough votes for the rescheduled meeting 30 days later (lower % for a quorum at the rescheduled meeting)
JohnC46
(South Carolina)

Posts:10944


04/30/2021 8:55 AM  
Paula

I say the proxy giver can attend the meeting. They will have two choices. Pull the proxy and verbally vote. Leave the proxy stand and say nothing. One way or the other it counts toward Quorum.
KathleenS3
(Texas)

Posts:2


04/30/2021 9:27 AM  
In Texas, if an owner gives a proxy, and later shows up at the meeting for which the proxy was given, the proxy is invalidated and the owner can vote.

It's easier if you think of the proxy as "substitute me." Substitute Me gets to do everything Real Me can do when Real Me is not there. When Real Me shows up, Substitute Me disappears.
AugustinD


Posts:301


04/30/2021 11:02 AM  
Posted By PaulaR3 on 04/30/2021 4:22 AM

I am the Secretary of a 9 person Board of Directors representing 147 units in a condominium project.

Our bylaws allow a proxy to represent the specified Co-Owner. It was my understanding that for whatever reason the Co-Owner was not planning to attend the Annual Meeting or didn’t feel comfortable voting and selected another individual to represent them. As some of you who have proxies, it is a lot of work to determine who is voting for each unit, the Co-Owner or proxy at our Annual Meeting. .

One of our Board Members got her attorney to write a legal opinion that a Co-Owner who gave another individual their proxy could still attend the meeting. Do those of you who allow proxies, do you allow the proxy giver to attend when they have given their proxy to the proxy taker?


To me, the relevant section of the South Carolina Nonprofit Corporation Act appears to be:

===Start Excerpt===
SECTION 33-31-724. Proxies.
(e) Appointment of a proxy is revoked by the person appointing the proxy:

(1) attending any meeting and voting in person; or
===End Excerpt===
See https://www.scstatehouse.gov/code/t33c031.php

Like JohnC46 indicated, as long as the person does not vote, then to me, he or she may attend, without voting and letting their appointed proxy vote for them. Or the person could revoke the proxy on the spot.

I do advise the Board writing a polite letter to the member, reminding the member that, under these circumstances, he or she must not participate in any votes but instead, let the proxy holder vote. To me this means the Board has the unfortunate task of watching this member at the meeting and seeing if the member pulls any cr-p.

Unless this person is disabled, as a director I would be disgusted but admit it was part of the job.
BillH10
(Texas)

Posts:673


04/30/2021 3:49 PM  
To add on to Kathleen's post about using proxies in Texas--

As a management company we strongly urge owners to submit a proxy to ensure quorum is met. In addition to an unrestricted proxy, we may use a proxy which is submitted for the purpose of attaining a quorum for the meeting but does not delegate authority to vote on behalf of the owner.

The proxy form and the cover letter for the annual meeting notice explain the foregoing, the proxy form has a check box for the quorum only option, as well as the options to assign the proxy to the President, or another named person. Both documents make it clear in underscored text should the owner attend the meeting, the proxy may be revoked and returned to the owner if he or she attends in person or it may be allowed to stand.

The same holds for absentee ballots, which seem to be gradually replacing the need for a proxy as submission of an absentee ballot is also considered a proxy for the purpose of attaining a quorum.
JohnC46
(South Carolina)

Posts:10944


05/01/2021 10:15 AM  
Without proxies, we would never make Quorum for our Annual Meeting. We have never used a proxy for voting as the only thing we usually vote on at our Annual Meeting is for BOD positions and as we allow nominations from the floor, we never know who will be running. Our MC acts as our election overseer and he makes up ballots on site.

To better clarify.

1. At our first under owner control Annual Meeting, we did vote to change our Quorum requirement from 50% to 20%. This is the only time owners ever voted on anything other then BOD elections.

2. Only once in 6 years under owner control, did we have more people running for the BOD then we had open positions on the BOD (4 for 3 positions). Usually we have to go begging for people to be on the BOD. Some call it apathy. I call it happy owners.
Please login to post a reply (click Member Login on the menu).
Forums > Homeowner Association > HOA Discussions > Owners appoint a proxy to vote for them still attend the Annual Meeting in person



Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.







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.
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.)

Copyright HOA Talk.com, A Service of Community123 LLC ( Homeowners Association Discussions )   Terms Of Use  Privacy Statement