๐Ÿ’ฌ Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account โ†’

โšก Takes 30 seconds

Already a member? Log in

EbonyJ (Tennessee)
Posts: 62
Posted:
Our declaration states that no proxy shall be valid unless promulgated by the bod as an offical proxy. How do you get around this if you have crooked board members that will not attend special meetings, or refuse to acknowledge e-mails or return phone calls. Can the management company approve the proxy to remove board and amend bylaws
TimB4 (Tennessee)
Posts: 21,059
Posted:
Promulgate:
Promote or make widely known (an idea or cause)
- these objectives have to be promulgated within the organization

Ebony,

The Association must verify that a proxy is valid. There is no getting around that fact.

Typically it's the Association Secretary that verifies a proxy is valid. The authority to validate may certainly be extended to the management company. However, the decision to extend this authority would rest with the board.

Proxies are governed by Tennessee Nonprofit Corporation Act (which would only apply if your Association is incorporated as a nonprofit). Proxies are covered under 48-57-205, Proxies and 48-57-208, acceptance of votes.

48-57-208. Corporation's acceptance of votes.โ€”
(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not
correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) The name signed purports to be that of an administrator, executor, guardian,
or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4) The name signed purports to be that of a pledgee, beneficial owner, or
attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5) Two (2) or more persons hold the membership as cotenants or fiduciaries and
the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the co-holders.

(c) The corporation is entitled to reject a vote, consent, waiver, or proxy
appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature or about the signatory's authority to sign for the member.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

(f) The grounds for acceptance of votes set out in subsection (b) do not constitute the exclusive basis on which a corporation may accept votes. [Acts 1987, ch. 242, ยง 7.27.]

๐ŸŽฏ You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

  • โœ“ Ask follow-up questions
  • โœ“ Share your experience
  • โœ“ Get expert advice
  • โœ“ Access 350,000 discussions
Create Free Account โ†’

โšก Takes 30 seconds

Already a member? Log in here