Limited proxies

Suzanne,

What your attorney is saying is true but I think you are misunderstanding it a little.

A proxy form is not a ballot.
Only ballots are counted to tabulate the results of the vote.
Therefore, there must be a ballot for each proxy form.

Using a directed proxy instructs the proxy representative how they must cast the members vote on each topic. The members representative (proxy) would then mark the ballot in this manner.

Basically, what you must do is fill out an actual ballot in the same manor as the proxy form indicates as only the ballots are counted. Yes, its a little extra work and seems kind of silly, but not doing it can result in the whole process having to be done over again.

What my association does is have the representative fill out the ballot in front of an election official as indicated on the proxy form. This is the only way the Association can be sure that the directed proxy was followed. Any proxy that did not show a way to cast the vote would allow the representative to vote how they felt was best.

Tim

What the non-attending member filled out was a proxy form. This should be kept as part of the meeting records to prove you met quorum and, if needed, to help verify the vote.

You may not use the proxy form as a ballot and count it as a vote.

You will need to fill out a ballot for each proxy form you received.

What was voted was the attachment to the limited proxy. It lists the proposed amendments with a space for checking "yes" or "no". The members attending the meeting filled it out and put it in the ballot box, but nothing new was filled out for the proxies. We weren't aware at that time that a new ballot had to be filled in. We printed more for the first meeting without the cover page or limited proxy attached, but it doesn't have the word 'ballot' on it.

So, will everything that is in the sealed ballot box have to be discounted? We have apathy in this community and I believe it will be impossible to get everyone who turned out for the first meeting to turn out again.

We do think we can get most of the people who hold proxies to complete a ballot for the next member meeting. If we can't, can we at least use those proxies to achieve quorum? We definitely have enough votes to pass the most important amendments.

Thanks to everyone for sharing. A lot of effort and expense was put into this and we hate to see it fail.

Suzanne,

Your attorney is giving you the Florida law on proxy use. He is correct and I have posted the Statute part that he is following. I hope that this is easy to understand because it is written like most of the Statutes and not always easy to interpret. Because amendments to your documents are filed in your County Clerks Office, these are official documents and must be amended according to State Statutes and your own governing docs.

NOTICE WHERE THE PROXY AUTOMATICALLY EXPIRES 90 DAYS AFTER THE DATE OF THE MEETING (The original meeting for which it was executed.

From Statutes 720, 306 (8)

8) PROXY VOTING.—The members have the right, unless otherwise provided in this subsection or in the governing documents, to vote in person or by proxy.
(a) To be valid, a proxy must be dated, must state the date, time, and place of the meeting for which it was given, and must be signed by the authorized person who executed the proxy. A proxy is effective only for the specific meeting for which it was originally given, as the meeting may lawfully be adjourned and reconvened from time to time, and automatically expires 90 days after the date of the meeting for which it was originally given. A proxy is revocable at any time at the pleasure of the person who executes it. If the proxy form expressly so provides, any proxy holder may appoint, in writing, a substitute to act in his or her place.
(b) If the governing documents permit voting by secret ballot by members who are not in attendance at a meeting of the members for the election of directors, such ballots must be placed in an inner envelope with no identifying markings and mailed or delivered to the association in an outer envelope bearing identifying information reflecting the name of the member, the lot or parcel for which the vote is being cast, and the signature of the lot or parcel owner casting that ballot. If the eligibility of the member to vote is confirmed and no other ballot has been submitted for that lot or parcel, the inner envelope shall be removed from the outer envelope bearing the identification information, placed with the ballots which were personally cast, and opened when the ballots are counted. If more than one ballot is submitted for a lot or parcel, the ballots for that lot or parcel shall be disqualified. Any vote by ballot received after the closing of the balloting may not be considered.
(.

‘Over 60 are assigned to the president and I can't even guess how long it will take him to copy what was turned in and mark new ballots. ..We lacked a quorum for the first member meeting and had to adjourn. .. We definitely have enough votes to pass the most important amendments.’ (Suzanne)

Suzanne,
I am a little unclear on what is happening. The President alone was holding over 60 proxies? You also said that the quorum was not met BUT that you definitely have enough votes to pass the most important amendments. How is that possible?

What is your quorum requirement, if I may ask? And how many votes do you need to pass the By-law amendments?

‘I know the proxies are valid for 90 days, but if the original proxy holder fails to show up for the second meeting can we at least count that proxy towards establishing the quorum?’

Nope.

‘I know it can't be voted without the proxy holder present, but the president holds enough to pass.’

Still, this is unclear. As you know, Florida statute states:

‘Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests.’ (This means in person or by proxy)

Now, any amendment to By-laws usually requires a majority of voting interest. So, if the President has enough of proxies to pass the amendment he certainly has enough of proxies to constitute a quorum. Or, does amending your By-laws require less than 30%? What am I missing?

By 'docs.' above I meant the ByLaws.

CC&Rs typically require 51% of the TOTAL membership to ammend.

Our bylaws only require a majority of the 30% quorum so it's an achievable number. The articles and declaration require 75% which we will never get. We couldn't get 75% of the people here to agree that the sun rises and sets once a day even if we did get a 75% response which we won't.