BOD Prior Knowledge of Proxy Votes

Started by DesmondD • 5 replies • 1550 views

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DesmondD (Florida)
Posts: 11

Posted:

Hi Can anyone give me an answer on the question in Florida

If the board has sent out a request for a change in Covenants and despatched proxies, are they permitted prior knowledge of the results of the proxy votes? (i.e. before the spacial meeting) So they can then approach those who had disagreed and ask them (persuade! pressurise!!!!) to change their vote in favour of the BOD
What is the position of the CAM in confidentiality of the voting records prior to the public meeting

thanks for your guidance
Des

TimB4 (Tennessee)
Posts: 21,059

Posted:

Desmond,

As you know proxies are not the actual ballots.

Proxies are documents that specify to the Association that a certain individual is to cast a vote in their name. If the document was a directed proxy, it would also provide written instructs how that vote is to be cast. Proxies are not considered confidential.

If there were 100 lots and you had 60 of them designate you as their proxy and told you how to cast their vote, you would have advance knowledge on how 60% of the membership are casting their vote. This is perfectly legal because you need to know how to fill out the ballot. Additionally, you need to turn the proxy forms into the Association so they know that you are allowed to cast those votes. If you turned them in early enough then the Board would also know how the votes are to be cast.

Typically, when an Association distributes proxy forms they are asking that the Board be designated as the representative to cast the vote. If the member decides to name the Board as their representative, then the Board would know how the votes for the proxies they hold will be cast. If enough proxies are collected, the Board may actually know how the vote will turn out prior to the actual vote just as you would if you had enough proxies.

NOW - if the Board, knowing how the vote would turn out, pressured those individuals to change their vote that would be a problem.

Hope this helps,

Tim

JimE3 (Ohio)
Posts: 3

Posted:

In our association if someone gives you their proxy, it means the person you gave your proxy to can vote for you at elections, etc.

You may tell him how you would like him to vote but your proxy letter that is presented to the Secretary does not list your voting preference.

Are you sure you are using proxies correctly or maybe its different in Florida.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Jim,

There are two types of proxies - General and Directed.

oops, I just discovered that their is a third type of proxy - quorum only.

A directed proxy must indicate how the vote is to be cast and who will cast it.

A general proxy only identifies who will cast the vote. An individual might tell the person how they want the vote to be cast but there is no legal requirement that the vote is cast that way.

A quorum proxy is used to establish a quorum but no vote is cast on behalf of the member giving the proxy.

Here is a better explanation:

Problematic Proxy Prohibitions - from the HOA Homefront Website

Although many HOA laws mention proxies, more specific information can also be found under the States corporate laws (of course they would only apply if the Association is incorporated).

RogerB (Colorado)
Posts: 5,067

Posted:

Desmond, A proxy should not be accepted when amending the Covenants. To amend the Covenants send out ballots which must be signed by the owner of record and dated. For critical amendments, such as restating the entire Covenants, the signatures should be filed with the amendment. This is my opinion and is not legal advice.

A proxy form is usually mailed with the annual meeting notice (when proxies are allowed). They allow members to either a) vote by a directed proxy; b) be represented by someone else via a general proxy; or used to achieve a quorum. Proxies are often necessary in order to achieve a quorum so a meeting can be held.

Proxies can be abused so safe guards on using proxies are suggested, such as:
1) The Bylaws can limit the number of proxies which can be held by a given unit; and
2) Print the name of the owner of record and their unit ID on an official proxy form to help prevent fraud.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Roger,

Mt Florida HOA goes even a step further to prevent copying of proxies. They use different tones of paper for each proxie but you correctly stated about amendments to the covenants and bylaws. There is NO need for a proxy to be used. We give each unit that votes, a return, stamped envelope to send back,with instructions--" MARK BOX 1 OR 2 OR 3 WITH YOUR VOTE" How much more can an association do to get responses.

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