Proxies

Started by JoeB16 • 8 replies • 2552 views

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JoeB16 (South Carolina)
Posts: 3

Posted:

Hi, this is JoeB 16
I have had real concerns over BOD issues for 7 years. We are an HOA in Myrtle Beach, our election is coming in October, before I go any further let me state I sit on the Rules and Covenants committee and the Nominating committee.

We held our Nominating meetings hashed out all the issues of Quorum, handling of the returned ballots, restrictions of vote to those not in good standing and all. We submitted the 3 candidates to our management company for them to mail out the ballots.

When the ballot was received it Had a place for an owner to choose one of the three candidates, fill in their name and address and sign.... ALL IS GOOD............

When you turn the "BALLOY" over there is a PROXY S>C>G>S> 33-31-724 cited as rule that reads
The undersigned, pursuant to the Bt-Laws and pursuant to South Carolina General Statute 33-31+724
does hereby appoint John Doe, Board president or______________________________to vote or otherwise act for the undersigned at any meeting of the membership including and not limited to the meeting of October 3, 2012 and any postponements or adjournments thereof.
then a statement that its good for 11 months from the date below. All other proxies signed by the undersigned are revoked and voided.

I believe this is an underhanded way for the BOD to control the election and a misuse of the PROXY
process. I believe they have incorrectly taken the parts of the General Statute and inserted language that will best serve the interests of the BOD and not community... HELP PLEASE

Thank you Joe

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Joe

Several things:

1. There are two type proxies. GENERAL and DIRECTED. General says the person named as the proxy holder can vote anyway they desire to vote. Directed says the proxy holder must vote as the proxy says like for so and so for the BOD, yes or no on any issues. The proxy must name a proxy holder and in your case it is the President.

2. As your proxy says vote for one of the 3 named, I would consider it to be a DIRECTED Proxy thus the proxy holder (in your case the President of the BOD) must cast the votes as told to. He cannot change any votes.

3. Typically proxies are valid for 11 months unless otherwise stated. Yours might have some excess verbage on the back but it does appear legal and does clarify some things. This could help if any disputes.

The main way some use proxies to trick others is they get the person to sign a GENERAL proxy so the proxy holder can then vote as they so desire to.

My initial read is you do not have an issue as the proxy is Directed, not Gereral so the President must cast the votes as the proxy signer said by checking off one of the 3 candidate. I assume you will have some sort of election committee to count all votes/proxies.

SAMPLE PROXIES

GENERAL PROXY DESIGNATION
SO AND SO Home Owners Association
2014 Annual Membership Meeting

I, _______________, owner of Street #, _____ Street Name, ____________________,
Anytown, USA 12345, do hereby authorize, _______________________________________,
to act as my Proxy and in my absence, vote in any way they see fit to vote at the SO AND SO Home Owners Association meeting to be held at 7:00PM, on June 11, 2014, at the County Tennis Club, 204 Main Dr, Anytown, USA 12345

Date_____________

Owners Name________________________ Owner’s Signature _____________________________

Proxy Holders Name__________________ Proxy Holder’s Signature________________________

**************************************************************

DIRECTED PROXY DESIGNATION
SO AND SO Home Owners Association
2014 Annual Membership Meeting

I, ___________________, owner of Street #, _____ Street Name,____________________,
Anytown, USA, 12345, do hereby authorize, _______________________________________,
to act as my Proxy and in my absence, vote solely as below directed at the SO AND SO Home Owners Association meeting to be held at 7:00PM, on June 11, 2014, at the County Tennis Club, 204 Main ST, Anytown, USA

ELECTION OF BOARD OF DIRECTORS (vote for 2 only)

_______ John B Doe
_______ Mary K Jones
_______ Robert T Smith
_______Write in Candidate_______________________________
_______Write in Candidate_______________________________

BYLAW MODIFICATION (vote Yes or No)

ARTICLE 6 MISCELLANEOUS, Section 1. Fiscal Year: be rewritten to read:

The fiscal year of the association shall be the calendar year.

__________YES or __________NO

Date_____________

Owners Name________________________ Owner’s Signature ____________________________

Proxy Holders Name_____________ Proxy Holder’s Signature______________________

NOTE: Only one type of above proxies (General or Directed) can be used.
If both sections are completed, the proxy is voided.

Hope this helps.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Joe,

Typically when you vote by mail only ballots are sent out. When voting at a meeting only a proxy form is sent out and ballots are distributed at the meeting.

As you know there are two types of proxies: general and directed.

A general proxy gives an individual the authority to cast a vote on behalf of the member as the individual believes is best.

A directed proxy gives an individual the authority to cast a vote on behalf of the member but instructs that individual to cast votes a specific way. I like Directed proxies as this truly represents how the member wants things to happen and keeps a rouge representative from controlling every vote.

I've attached a version of each.

It is typical for the Board to be the default proxy representative. However, it's rare that the Board names one individual (vs. the board) as this can literally give an unplanned advantage to that one board member. My Association will adopt a resolution prior to the meeting specifying how any proxies in control of the Board will be cast. At least this way its a decision by majority vote vs. how one individual wants to fill out the ballot on behalf of the member.

Question: Are you voting by mail or voting at a meeting?

📎 Attachments (2):

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📝1920213046671.doc(31 KB)

📝1920213056054.doc(25 KB)

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Tim

I like the proxy you attached that is both general and directed.

As far as Joe's OP. Do you see any issues with the way it was done? I do not.

Thanks

TimB4 (Tennessee)
Posts: 21,059

Posted:

I'm just confused on the terminology used. Per the OP, the MC sent out both ballots and proxies. As I said, it's more typical to send one or the other, not both.

The only issue of concern with the general proxy provided by Joe, is naming an individual (the president) on the board vs. just saying "the board" to be my proxy. As I pointed out, this can provide a huge voting power to one person if they want to vote different than what the other members of the board believe the vote should go.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Tim

I do not see Joe's as being general in that it says vote for one of the named 3. I see it as directed. Where are we seeing different?

Thanks

TimB4 (Tennessee)
Posts: 21,059

Posted:

From Joes original post [emphasis added]:

"We submitted the 3 candidates to our management company for them to mail out the ballots.

When the ballot was received it Had a place for an owner to choose one of the three candidates, fill in their name and address and sign.... ALL IS GOOD............

When you turn the "BALLOY" over there is a PROXY"

Based on the use of the word ballot, this is my confusion: Did they send out actual ballots, sample ballots, directed proxy or general proxy?

Note: I expect Balloy was intended to be Ballot

LynneV1 (South Carolina)
Posts: 211

Posted:

Yes "Balloy" was supposed to be "Ballot". I am in this HOA. I believe the intent was to ask our out of state h/o to chose one person or give them the choice of using the Board's president to vote on their behalf since they may not personally know the people running.
However - I agree with Joe B's concern as one board member is running against 2 new people. By naming the president - he gets many extra votes. What happens next year when his term is up and he runs? Can he put his name on again and vote for himself 20 times?? And if the word "The Board" is put on the proxy do they vote if they are running?
elections get tricky.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By LynneV1 on 10/04/2012 3:00 PM

if the word "The Board" is put on the proxy do they vote if they are running?

Typically, that is what happens.

As I said, the Board should decide how proxy votes will be cast by majority vote prior to the election.

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