Invalid Board Member

What if you realize that a long standing Board memeber is not on the deed? The Board memeber has also been on the proxy list to be assigned proxy votes in many elections.

Also, the board only asks for one signature on the proxy letter. If there are two deeded property owners and only one signiture, can the board count that proxy as 2 or does it have to have both signatures? Are lawsuits brought by that Board invalid?

Also, what percent is needed for you to reach a quorem? Our covents states 2/3 rds and the Board keeps saying a quarter is present therefore a quorem is met. Would the pending lawsuit be invalid? The same flawed election practice continues to happen every year. So I am thinking there is no valid board. I am right?

Are the rules for Proxies expressly written in your Covenants? I see no proxy rights expressly meantioned.

Thanks,

Nicole

Name on the deed has been hotly debated relating to several subjects.

Names on the deed aside, most docs do say one vote per unit no matter how many are on the deed. Seems your voting system might need to be more detailed to be sure only one vote per unit and leave the name on the deed subject alone unless contested.

We had a wife and husband get into it about which was entitled to vote (they were having other issues........LOL) and both their names were on the deed. The Election Committee said this was not their issue. Only one vote per unit and if each other contested the others vote, neither vote could be counted.

WOW Lots of questions.


This depends on if your Association has qualifications that must be met to serve on the Board. This would be found in your governing documents. My Association doesn't have any qualifications. Therefore, anyone (member, non-member, resident, non-resident) may serve on the board.

What do your governing documents say?


Typically, if there are multiple owners of a property, those owners must identify whom will cast the votes for them. Although this information should be provided to the board, in the case of spouses or families, it's typically not done. This one individual is the one who should be signing the proxies.

Proxies are typically covered under Corporate law (GA § 14-3-724) Basically, an Association must accept the proxy unless they have good reason to suspect it is not valid.


An Association, especially if it is incorporated (and most are), are legally allowed to bring legal action against others. The Board of Directors manage the Affairs of the Association. Therefore, legal actions initiated by the Board of Directors on behalf of the Association would be authorized.

Winning any legal action depends on the merits of the case and the judge/jury making the decision.


It's rare that quorums are so high. The 2/3 requirement sounds more of what might be needed to adopt a change and not the quorum requirement.

GA § 14-3-722 defers to the governing documents. However, if the governing documents are silent, then 10% is required for a quorum.


????????

More info required in order to make comments.


Unless an election process is challenged, it is generally considered accepted.

Challenging the election, especially on procedural issues, may require legal action. I would recommend that you read and understand the applicable corporate laws, HOA laws and your governing documents. Then consult with an attorney for options.


Typically, the covenants or other governing document would only specify if proxies are allowed or not. Procedural issues are typically covered in Corporate laws (applicable if your Association is incorporated, and most are). In GA, the following corporate laws on proxies would likely apply:

§ 14-3-724. Proxies
§ 14-3-727. Validity of signature on proxy

GA laws can be reviewed at LexisNexis:

http://www.lexisnexis.com/hottopics/gacode/

Hope this helps

Tim

OK, I just reread the Covenants and By-Laws and there is a section on who qualifies as a Member:

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION
Section 1. Membership. The membership of the Association shall
consist of (a) every record Owner, whether it be one or more persons, of
fee simple title to any real property situated within the Properties
excluding, however, the Association and those persons having such
interest merely as security for the performance of an obligation, and
(b) the Declarant subject to the following provisions of this Article
III. Membership shall be appurtenant to and may not be separated from
ownership of such real property, which ownership shall be the sole
qualification for membership.

The votes of the members shall be cast under such rules and procedures as may be prescribed in the Declaration or in these By-Laws, as amended from time to time, or by law.

It appears that Directors need not be members of the Association. But, if proxies are being assigned to a Director that is not a member, it seems that those proxy votes can not be cast since the proxy does not have the right to vote in the first place. Right?

Since each property owner is a member and has a right to vote, I beleive the elections are not being held correctly. 1/4 of voting members is a quorum. But getting to a quorum is not being determined correctly. The board states 200 homes * 1/4 therefore quorum met and move on.

These action have been challenged in a Countersuit. That is when the proxy votes were stated but still seem not to be applied correctly.

Am I correct in thinking that only a valid member with valid voting rights can be granted a proxy and then cast those proxy votes?

Thanks

A comment about proxies

While it is common for a proxy to authorize the holder to vote in any way he sees fit, it is also possible for the proxy to authorize only specific votes. Since the way in which the proxy vote is used is determined by the owner, it is as if the owner is acting.

NicoleW4, Re your questions about proxies - are you asking about a signed “General Proxy” or about a signed “Directed Proxy”?

Also proxies either General or Directed usually count toward determining quorum at a Meeting to elect Directors (Board Members). That should be spelled out in your Documents. Is it? Assuming that it is, would you post the exact words?

Also, you wrote “It appears that Directors need not be members of the Association”.

So is it correct to assume that “Directors need not be members” is stated in another Article of your Documents? And if yes, would you be willing to post the exact words.