Proxy protocol and career positions

Started by ShawnaT • 9 replies • 1417 views

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ShawnaT (Maryland)
Posts: 20

Posted:

Hello everyone! I am new here and a relatively new president for my property owners association. Our current governing documents are very vague and we are in the process of rewriting our by-laws. One of the main areas of concern is Proxy Voting. Our community comprises approximately 385 homes, however, several of the properties are rentals.

At our last annual meeting we had several proxy votes brought in by five people. The proxies were in writing either via email or hand/type written and gave the holder the authority to vote on board members (we were filling four positions). The question has arisen as to the legality of proxy voting and I was wondering how other HOA's/POA's do it. I would like for people that cannot travel or be at a meeting to still have a voice, but at the same time, we don't want a group of members stacking the votes either.

Another question is about how many terms other hoa's allow a board member to have consecutively. Our current policy is that if you are nominated from the floor you have the ability to run again and again. While we do have some issues with getting people to volunteer for the positions, we also do not want career board members, so I was hoping someone could give me a little insight on how they deal with that as well.

Thank you for your time.

RichardP13 (California)
Posts: 1,767

Posted:

I am not a believer in proxies, because of the potential of misuse and the lack of understanding of their use.

I also don't believe in quorum for conducting the election of directors. You can't force people to cast a ballot, and you shouldn't invalidate the ballot of the person that did vote. I belong to two Boards, one, my Association and the other, our Neighborhood Council. Both have a requirement that a quorum of the Board members be present to conduct business, but now neither one has a requirement that a quorum of the members vote to conduct their elections.

Maybe if people have a chance to get elected, maybe more people would step forward. In our community, we couldn't achieve quorum, thus, good, bad or indifferent, the Boards remained in place and only changed upon resignation, and the positions were filled with only their friends. I believe eliminating quorum for the election of your directors should take care of the term limits issue.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Hi Shawna:

Here is an example regarding proxies from my documents:

Proxy: Members are entitled to vote at any members meeting in person or by written proxy, properly signed by the member or his or her duly authorized attorney-in-fact. Proxies shall be filed with the Secretary before or at the time of the meeting. A proxy terminates eleven (11) months after its date, unless it provides otherwise. A member may not revoke a proxy except by actual notice of revocation to the person presiding over the meeting at which the proxy will be cast. A proxy is void if not dated or if it purports to be revocable without notice.

We do not have any term limits. Something to keep in mind is the only way someone can become a career board member is if the homeowners continually elect them to the position. If someone is good or bad, but no others step up to the plate then the choice can be very narrow for voting.

ShawnaT (Maryland)
Posts: 20

Posted:

Quote:

Posted By RichardP13 on 02/01/2011 1:32 PM
I am not a believer in proxies, because of the potential of misuse and the lack of understanding of their use.

I also don't believe in quorum for conducting the election of directors. You can't force people to cast a ballot, and you shouldn't invalidate the ballot of the person that did vote. I belong to two Boards, one, my Association and the other, our Neighborhood Council. Both have a requirement that a quorum of the Board members be present to conduct business, but now neither one has a requirement that a quorum of the members vote to conduct their elections.

Maybe if people have a chance to get elected, maybe more people would step forward. In our community, we couldn't achieve quorum, thus, good, bad or indifferent, the Boards remained in place and only changed upon resignation, and the positions were filled with only their friends. I believe eliminating quorum for the election of your directors should take care of the term limits issue.

Richard,

I understand and agree with your assessment on proxies, but I think if we had the proper measures in place they could offer an option to people who cannot make the annual meeting an option of allowing their voice to be heard. One option I thought we could use was to utilize our newsletter and annual meeting notice to inform residents of items that will be up for a vote along with the empty positions that need to be filled. Sadly for our community, it seems as though only a small group is interested in being involved mostly because of the "career" board members.

As for our quorum, it only indicates that we have 25 members show up, it does not indicate that it has to include a certain number of board members. As for our last annual meeting, two of the outgoing members did not show up, and the two that did show up did not get the votes to retain their seats on the board.

ShawnaT (Maryland)
Posts: 20

Posted:

Quote:

Posted By JanetB2 on 02/01/2011 1:35 PM
Hi Shawna:

Here is an example regarding proxies from my documents:

Proxy: Members are entitled to vote at any members meeting in person or by written proxy, properly signed by the member or his or her duly authorized attorney-in-fact. Proxies shall be filed with the Secretary before or at the time of the meeting. A proxy terminates eleven (11) months after its date, unless it provides otherwise. A member may not revoke a proxy except by actual notice of revocation to the person presiding over the meeting at which the proxy will be cast. A proxy is void if not dated or if it purports to be revocable without notice.

We do not have any term limits. Something to keep in mind is the only way someone can become a career board member is if the homeowners continually elect them to the position. If someone is good or bad, but no others step up to the plate then the choice can be very narrow for voting.

Janet, that is exactly the information on proxies that I found, I just didn't know if anyone had any success with it. Who votes on behalf of the grantor? How do they know how to vote or is it stated somewhere ahead of time?

Our situation with career board members is that the people who came to the meetings were essentially people they made connections with and when a spot opened up, it was filled by the board with people they asked to fill the position. New people didn't want to participate or show up because of the bullying tactics used by the old board. The current board has been working hard to build goodwill and change the attitude of who and what the board entails, we want to make our community a better place to live and not a dictatorship.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Hi Shawna:

The person who votes would be any individual that was given the permission via the proxy by the grantor. I attached an example proxy for your reference which for homeowners gives the same powers to the proxy that the homeowner would be entitled if personally present. Different associations have different rules regarding this issue. The important fact is the documents and state statutes will determine what can or cannot take place regarding proxy voting.

Our documents also allow proxy for directors as follows:

A director may be deemed present at a meeting if, prior to the meeting, the director grants and delivers a written proxy to another director who is present in person at the meeting. The proxy must direct a vote to be cast with respect to a particular proposal that is described with reasonable specificity in the proxy. No other proxies by directors shall be allowed.

As you will note with this text the director’s proxy MUST describe the proposal and exactly how the “absent director” is voting, either for or against, said proposal to be presented at the meeting.

Just be sure to have good rules in place and insure they also follow State statutes.

A big thumbs up to your new board in working to build goodwill and make the HOA a team effort. This helps everyone in the community and you will be amazed how it can reduce petty issues. When everyone is happy with good attitudes they find little to gripe about against their fellow neighbors.

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SusanW1 (Michigan)
Posts: 5,202

Posted:

Shawna - does your board have a nominating committee? This committee finds willing, qualified people to run for office. But this is a suggested slate, anyway. Many elections accept write-ins and nominations from the floor. People should not be afraid to "campaign" for the position, if they really want to be on the board.

It's always good to shake things up once in a while. Fresh blood, to speak.

Good luck on all your efforts!

ShawnaT (Maryland)
Posts: 20

Posted:

Thank you Janet for your Proxy sample. I will share it with my fellow officers and see what they think.

Susan, we do not have an official "nominating" committee. It is a great idea; our problem thus far is when we remove (outvote or by resignation) a bad seed on the board, that person seems to be replaced by another (current member) seeking to either make waves or a power hungry member that thinks there is some grand benefit to serving on the board. I have never received as much as a free cup of coffee for the time and effort and numerous headaches I get for serving my community, but apparently some think that there is some kickback for being in this position. It is getting to the point that my trust in appointing a chair to the nominating committee is nil, zilch, zero, nada...you get the jist.

SusanW1 (Michigan)
Posts: 5,202

Posted:

For many boards, this is a Standing Committee. It activates itself about 4 months before the election and finds people willing to serve.

The committee usually is comprised of one Board-appointed member (from the board) who then finds 2 or 3 general Members to sit on the committee.

The president does not generally appoint this noninating committee. You can see why.

BillieR (Texas)
Posts: 8

Posted:

I am joining this discussion late. However, due to the nature of the replies and an incident that ocurred at our recent Annual Meeting, i thought I'd comment. We are a TX HOA with 116 units. Our bylaws permit proxies but only to a member in good standing by name and unit #. No more than 5 proxies are permitted per unit owner. THE PROBLEM. The incumbent BOD used every sleezy method to ensure their two candidates--one is 87 and never saw a computer. The BOD sent out, by email a Proxy Form permitting absentee owners to delegate their proxy to "The Board of Directors". The bylaw does not permit this as the BOD is not an owner and cannot vote as "The Board of Directors". This Board was forewarned by an attorney not to do this. They did it anyway and then to make matters worse, the Board re-delegated those proxies--lots of them--to themselves and their candidates to vote. Needless to say, they won the election. Comments, legal action? Thanks

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