Proxy - Owner signs, submits and dies before meeting

We had a co-owner bring a proxy to our annual meeting. It was properly filled out, dated and signed. BUT 5 days before the meeting, the co-owner suddenly passed away. The deceased co-owner, and his wife, lived out of state. The proxy holders did not want to bother the widow during such a stressful time. The management company allowed the proxy. Now a former board member, who was unseated, is claiming the entire election is invalid/illegal because the proxy of the deceased co-owner was used. If we were to throw out the questioned proxy, the results of the election would not be affected. Has anyone had a similiar situation?

Cindy

I would inform the complainer that the BOD election stands as the proxy/ballot in question would have no effect on the outcome of the election.

Throw the ball back in his court. Let him sue. If he does, hit him hard with a counter suit.

Hope this helps.

Cindy,

The management company was correct to allow the proxy. Point the person challenging the issue to MI 450.2421.

In accordance with MI NonProfit Corporation Act (which would apply if your Association is incorporated as a nonprofit - and most are), the proxy would be valid even if the person dies unless the executor of the estate reascends it [emphasis added].

450.2421 Authorizing person to act for shareholder or member by proxy; signature; duration;
revocability; methods of granting authority; use of facsimile or reproduction.
Sec. 421. (1) Except as otherwise provided in the articles of incorporation or in a bylaw adopted by the
shareholders or members, a shareholder or member entitled to vote at a meeting of shareholders or membersor to express consent or dissent without a meeting may authorize other persons to act for the shareholder or
member by proxy.
(2) A proxy shall be signed by the shareholder or member or an authorized agent or representative. A
proxy is not valid after the expiration of 3 years from its date unless otherwise provided in the proxy.
(3) A proxy is revocable at the pleasure of the shareholder or member executing it, except as otherwise
provided in this section and sections 422 and 423.
(4) The authority of the holder of a proxy to act is not revoked by the incompetence or death of the
shareholder or member who executed the proxy unless, before the authority is exercised, written notice of an
adjudication of the incompetence or death is received by the corporate officer responsible for maintaining the
list of shareholders or members.

Hope this helps,

Tim

Thanks Bruce. Questions answered.

Tim - You rock! That is exactly the information I needed. Thank you.

Your state laws may govern this.

Proxies are essentially a power-of-attorney. A power of attorney expires on the death of the person who gave it.

This becomes a little more complicated since both owners signed the proxy and only one died. The probate court may have a say in who owns the unit after the death of the husband. The safe route would have been to reject the proxy.