Ballots/ proxies /election

Lynne

In SC a proxy is valid for 11 months unless the proxy states otherwise.

A proxy can be Directed as in only valid to vote a specifc way no matter who the proxy is assigned to.

A proxy can be General as in allowing the person it is assigned to, to vote anyway they care to vote.

From your description, the proxies should have been retained and used at the reconvened meeting when the requirements for a quorum would have been 50% less and maybe even the next meeting (50% less again), and the next (50% less again), and the next (50% less again) until you have a quorum.

I was a member of an SC HOA where went to out to 3 meetings.

South Carolina Articles of Incorportion Non-Profit

SECTION 33-31-724. Proxies.

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.

(b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form. However, no proxy is valid for more than three years from its date of execution.

(c) An appointment of a proxy is revocable by the member.

(d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(e) Appointment of a proxy is revoked by the person appointing the proxy:

(1) attending any meeting and voting in person; or

(2) signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

(f) Subject to Section 33-31-727 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.

lynne

My question is: "If I get a piece of paper by mail asking me to vote for one of 2 people; and I select one; sign it and mail it back in SC, is that a proxy since I voted by mail?"

If not designated as a proxy, it is not a proxy. Did the piece of paper have the word proxy or any reference to a proxy it on it? I have seen a "piece of paper" with a ballot on the front and proxy info on the back thus valid for the 11 months.

Some of us came in person to vote on the same piece of paper form but they did not let us since there would be no 51% either way.

If no quorum then there will be no voting no matter how many showed up in person.

My question is our board is calling the form a ballot if they chose a candidate and a proxy if it is left for the president to vote for the h/o... they threw out all the "ballots" tonight.

See above. If the "piece of paper" did not say proxy then it was a mail-in ballot yet you say if left to the president to vote which indicates it might have been a proxy.

I feel if they are waiting 36 days and starting from scratch, then we still need 51% quorum. If the meeting gets moved up to within the 30 day rule then the paper votes in sealed envelopes should have been kept and not destroyed.

I do not know the specific rule on when a meeting must be reconvened (as in the number of days).

I do know that if the original meeting was adjourned with an agreement to reconvene then it is a continuation of the original meeting and the quorum is reduced by 50%. There might also be an issue of if it was the annual meeting and it was adjourned with no agreement to reconvene then the annual meeting is over and the Bylaws probably say the existing BOD dstands as is.

My questions to you.

1. Did the mail in ballot (not yours but the mail in ones) have any wording on it or reference to a proxy?

2. Was the meeting adjourned with agreement to reconvene?

Lynne

If the ballot/proxy was on the same piece of paper then it had to be opened to verify that it was properly done to qualify towrds being counted to establish a quorum. You could not count just envelopes. What if several of them were empty?

Sounds like what you had was a combination Directed/General proxy. Where the person whom the proxy was assigned to had to do one or two things. One was vote for the person(s) checked off (Directed) or vote for whomever he wanted to vote for (General).

From what you said it seems they did agree to reconvene the meeting before they adjourned it so I say the number need for a Quorum should be reduced by 50%. As I have said, I am not sure if the meeting has to be reconvened within 30 days but obviously it is a reconvening of the original meeting.

I think our docs wording was the meeting could not be reconvened within 30 days as that was our Annual Meeting notice time, but I am not sure.

While a proxy can be valid for 11 months (or longer if stated) a proxy can also be time limited as in only good for say one meeting, one day, one month, etc. If the proxy statement was time limited such as saying valid on for the day of the meeting (this is common) then it expired at the end of that day thus it could not be used again even if the meeting is reconvened another day.

You can continue to call it a ballot but the bottom line is it was a proxy and it will live or die as a proxy.

Would you please post the proxy wording on the back of the ballot?

Thanks

SC SECTION 33-31-705. Notice of meeting.

(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

(b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice also may be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection (c)(2) must be given as provided in subsection (c).

(c) Notice is fair and reasonable if:

(1) the corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten or if notice is mailed by other than first class or registered mail, thirty, nor more than sixty days before the meeting date;

(2) notice of an annual or regular meeting includes a description of any matter that must be approved by the members under Section 33-31-831, 33-31-856, 33-31-1003, 33-31-1021, 33-31-1104, 33-31-1202, 33-31-1401, or 33-31-1402; and

(3) notice of a special meeting includes a description of the matter for which the meeting is called.

(d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 33-31-707, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.

(e) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:

(1) requested in writing to do so by a person entitled to call a special meeting; and

(2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting

Thank you for yor responses!

Last night , our election meeting was adjuorned until nov 7th - my concern is that we needed 113 votes for the quorum ---- while having in hand only 36 envelopes and maybe 20 h/o present to vote.... why not hold the un opened ballots/proxys and accept the walkins proxys (as we did show up to vote with our envelopes in hand) again unopened and use these for the next meeting, which should be within 30 days if we want to go to 1/2 the quorum percent.
I realize they thought the ballots were only for a specific date but they were for the annual election meeting. I believe they should not have destroyed ballots.
In reply to your question one side says PROXY -S.C.G.S. 33-31-724 and the other side said ballot.
Also: I question that the ballot side states: Name___ and Address__ but has no signature line? I question that without asking for a legal signature, any one could print any other h/o's name /address and stuff the ballots!

Lynne

I agree with Tim that it would be clearer if two pieces of paper were used.

That said, if those of you that showed up and only filled out and signed the side of the paper picking the candiates then you signed and voted a ballot, not a proxy. The proxy was on the back and it needed to be filled out and signed.

Now if someone did fill out the ballot and/or assigned the proxy on the back and it read as Joe posted earlier:

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.

then it is a proxy for the attached (other side) ballot and would be valid for the 11 months as the above says not limited to the meeting of Oct 3 2012 and is valid for 11 months (Sept 3 2103) which means it is valid for a properly reconvened meeting within that 11 months.

I believe you have to stop calling the piece of paper a proxy or a ballot as you are confusing the issue. It could be either depending on how it was filled out.

I say:

1. If only the "front" side of checking off whom to vote for was filled out then it is a ballot. It is not a proxy thus no longer valid after the initial meeting be it mailed in or filled out at the meeting. They are ballots only, thus the BOD was correct in calling for another vote.

2. If only the "back" side was filled out then it is a General Proxy and "John Doe" can cast the vote(s) for whomever he wishes to cast for and it is valid for 11 months. Thus the BOD was wrong in calling for another "mail in".

3. If both the "front and the back" side were filled then it is a Directed Proxy and "John Doe" must cast the vote(s) for whomever was selected (not who he wishes to vote for) and it is valid for 11 months. Thus the BOD was wrong in calling for another "mail in".

In summary, each mailed in "whatever" had to be opened and inspected to determine if a valid voting member and properly filled out then the determination made was it a ballot or a proxy. If a ballot then it was good for quorum/voting at that meeting only. If a proxy (general or directed) then valid for quorum/voting within the next 11 months.

Even if the amount of mail in "whatevers" and those at the meeting (assuming all valid) did not achieve a quorum, the mail in "whatevers" needed to be inspected to determine validation and type.

It is very, very, very typical not to have a quorum for the annual meeting, especially in an association with absentee owners, but at least your Bylaws allow for additional goes at it. Many Bylaws do not allow such.

Hope this helps.

Lynne

To reply:

Excellent response - it totally answered the questions. Thank you

to recap:

1) If the ballot side only was completed it can be tossed out. Not a simple yes. There could have been some wording about using such ballot for future voting and/or a recount. Remember the hanging chad issue? Them suckers were relooked at and recounted ad nauseum.

2) if proxy side only, it can be reused for the next meeting (up to 11 mos) or I believe it must be saved and can be used for the next meeting.

3) if both sides were completed it is a directed proxy and must be used and saved.
I believe it must be saved and can be used for the next meeting.

thanks for your help! ps. The new ballots and proxys will go out on 2 separate pieces of paper.

Not trying to split hairs, but your #2 above says can be used and your #3 above says must be used are different issues. Can (optional) and must (required) are quite different words and meanings.

I doubt the new mailing and clarification will yield a quourum. I suggest you be prepared/ready/locked and loaded to guide them about adjourning, reconvening, and what can be carried forward (as in proxies) to the next and reduced quorum meeting. So far, no one seems to know how to do it properly.

Hope this helps.

Lynne

A sample proxy/ballot one on piece of paper and valid for 11 months in SC.

You could add a statement that this proxy is not valid after so and so date, or 90 days after it is signed, etc. to avoid the 11 months.

GENERAL PROXY DESIGNATION
SO AND SO Home Owners Association
2013 Annual Membership Meeting

I, ___________________, owner of Street #, _____ Street Name, ___________________________, Lexington, SC 29073,
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 scheduled to be held at 7:00PM, on October 29, 2013, at the Lexington County Tennis Club, 204 Oak Dr, Lexington, SC 29073.

Date_____________

Owners Name________________________ Owner’s Signature _____________________________

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

DIRECTED PROXY DESIGNATION
SO AND SO Home Owners Association
2013 Annual Membership Meeting

I, ___________________, owner of Street #, _____ Street Name, ___________________________, Lexington, SC 29073,
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 scheduled to be held at 7:00PM, on October 29, 11, 2013 at the Lexington County Tennis Club, 204 Oak Dr, Lexington, SC 29073.

ELECTION OF BOARD OF DIRECTORS (vote for 1 {one} only)

_______ John B Doe
_______ Mary K Jones
_______ Robert T Smith

Date_____________

Owners Name________________________ Owner’s Signature ____________________________

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

Lynne, you could actually use the above as a proxy/ballot for those that show up at the meeting. Naming the Secretary of the BOD as a proxy holder is quite common.

Typically you would name a trusted friend to vote for you. Such friend might well control multi proxies. This is generally how changes are made in an association. A group solicits proxies with one of them named as proxy holder.

Hope this helps.

Wait - I meant ' NO ' MORE BALLOTS - JUST PROXIES!!
Note to myself - PROOF READ, PROOF READ, PROOF READ!

John C - You are too funny. No reply needed to this question: We have a new bigger , better, more expensive management company... shouldn't they know SC election procedures, too? the end!

I have read with interest your responses regarding Proxies. Our condo is in South Carolina and we are experiencing similar difficulties. We have full timers, part timers and maybe timers which makes it difficult not only to make quorum but also to engage people in the voting process. After a few lopsided elections some of us began to look into the voting practices. What we discovered is that there were many owners who neither voted nor sent in their proxy. But according to the wording on our Proxy "...if left blank, the highest ranking Board member of the Association..." can "...cast votes on behalf of the undersigned...."

It seems that un-submitted and un-signed proxies are being used according to our By-Laws to make quorum but that the "highest ranking Board member of the Association..." is using them also to vote for candidates of the Board's choice.

Is an unsigned proxy able to be used in this manner? or is a Proxy only valid when signed and an agent is designated?

Mike

This is a 5 year old topic. Best you start a new one.

That said, a Proxy must be signed otherwise it is a worthless piece of paper.

If the Proxy was written to give someone (specific person, BOD Pres, etc.) the right to vote as they wish, and it was returned signed, then the person it was assigned to can vote as they wish. This is one way some BOD's stay in power. They send out Proxies designating themselves.

A signed Proxy can be used to establish a Quorum no matter who it was made out to.

Proxies are a very valuable tool for change but often they are slanted toward the existing BOD thus they trick many into voting for them.

Several other points. A BOD sent Proxy does not have to be used. One can make their own, legal proxy. If there are multi proxies from the same person, the last dated one is the one used and the prior ones are not valid.