Urgent: Proxy Voting for annual meeting

I will try to make this as brief as possible. Last year a resident in our community was fed up with the way things were being done by the Board and the Management company, and she had some very valid points.

Before the annual meeting, she went around and talked to a lot of people and even collected proxies from those who could not attend the meeting. Basically, these homeowners were voting for her to be on the board and also vote for anything else on their behalf.

The annual meeting came around, and oddly enough not enough board memebers showed up, so it was cancelled, and the board never resecheduled. While it can't be proven, there is belief that the board was scared that she would get on after "stuffing" the ballot box.

Now for this year, the president of the Association wants to have all proxies submitted and the board members get to vote on behalf of those people - in essence, they want to dictate who gets to be on the board.

HELP!! I am on the new to this board and I am completely against this (we have a meeting tonight to discuss it) Basically, if a homeowner wants another resident to vote on their behalf, why should the board override that?

While I don't like "stuffing" but if a homeowner takes the time to talk to other residence, and any other resident can do the same thing - whats wrong with that?

Any suggestions on how this all can be handled? Personally, I want a couple of the board members whose terms are up to stay off the board. They trust the management company waaaaay to much and we are paying up the butt because of it.

I just got a copy of our by laws and am educating myself further on this because they "claim" that even though there were enough owners, there weren't enough board members.

Personally, I am pretty sure its them wanting control and not letting this person on the board.

Sad Sad Sad

Thanks :)

What State are in ?? LindaC

Doesn't it say something in Roberts Rules of Order that proxies shouldn't be used in balloting for Boards? I remember finding something to that effect when I was preparing for our own annual meeting and waging my own proxy war. Of course RRO suddenly "didn't apply" when I brought the issue up at the meeting. Personally I think that if a resident is dedicated enough to talk other residents into granting them their proxy then they should get to use them as was specified in the solicitation. Our Board solicited very broad authority proxies to counter my proxy drive. Even using the Boards resources of sending out postage paid return postcards all they could muster was 37 proxies out of 263 households! I obtained 23 just by sending out an email request to the neighborhood, should have tried a little harder. in retrospect. While stuffing the ballot box isn't the most ethical way to initiate change, the person obviously has other residents willing to support them. Here's another thought that I derived from reading other proxy posts. If the ballot says vote for however many on the ballot, does your Bylaws prohibit the proxy holder from casting all the votes for themself? That would give them multiple votes from each card! Doubt the Bylaws cover that angle. Good luck. It's really a challenge to remove an entrenched Board.

Roger - Most of the ByLaws I've read don't specifically prohibit cumulative voting either. Ours doesn't prohibit such an action though I'm sure it would be challenged on whatever basis if it were to be tried. In our HOA annual meetings, RRO are only followed when it is to the benefit of the Board. Our ByLaws are 20 years old and antiquated to the point they're worthless. Add to the facts that we're in Tennessee
(that obviously doesn't have any legislation addressing HOAs), and you're in a situation where rules can be intrepreted any way you need them to be. Quick question, can a newly seated Board ratify the election results that put them in office? Once again, it's not spelled out any of the "rules".

In our association the board actually sends out proxies for individuals that cannot attend meetings and wish to have someone vote for them.

When we have elections for board members any homeowner can submit their name to be included on the ballot for new board elections. We replace 1/2 the board every year. Of course a current board member who is being replaced can re-submit their name to be included on the ballot. Our board elections are done by ballots mailed to all homeowners. They then have three choices, 1.Fill them out and drop them off at the meeting, 2.Return them by mail so the arrive the day before the election, 3.Have another homeowner bring their ballot to the meeting and cast their vote for them. We do not have secret votes for board member elections. All ballots have the homeowners name and address and there is an association seal on the ballot to make it legal. No photocopies are acceptable.

This proceedure is not writen in our by-laws but it is what was set up by the first board after they were elected.

Maybe you can adopt a proceedure similar to ours to resolve your problem.

John

Krystal

Unfortunately, as is the case with many other questions posted on this forum the answer depends on what your governing documents say and what your State laws are. In our State RodgerB would be correct in saying that only members count towards a quorum in an annual members meeting and that a Board quorum is not relevant. However, according to our Governing Documents, while all proxies may count towards a quorum only directed proxies may be used to elect a Director. In other words members cannot give away their right to vote for a specific candidate.

Much of this would be moot if an association adopted a democratic election process. For example:

President appoints one Board Member to form and chair a Nominating Committee six months before election. Resident is appointed Assistant Chair and becomes de-facto lead.

Call for nominees posted on all association media and application forms mailed to residents.

Slate of candidates announced three months before election along with biographic information.

Meet the Candidates Q&A meeting about six weeks before Annual Meeting.

Notice of Annual Meeting with Ballots and Questions (if any)mailed to all residents.

Residents are encouraged to mail ballots (to ensure a quorum) but may bring them in person. If they mail them and then attend, their ballots are returned as they enter the meeting affording them an opportunity to change their vote.

Candidates are each given five minutes to address the members. Ballots are then collected and taken to a side room where they are counted by a resident sub-committee. Other business (e.g., Annual Reports) are conducted while the ballots are counted.

Every resident of the community has an equal opportunity to become a candidate and campaign for office. Existing Board members may run again but they have to go through the same process as everyone else.