DianaE (Colorado)
Posts: 40
Posts: 40
Posted:
May a member make a motion, and then use a proxy to second that motion?
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proxy used to second a motion
Started by DianaE • 15 replies • 3051 views
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TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
At a general membership meeting?
I've never heard it done but I suppose technically it should be allowed. However, if you were the member with the proxy you would be better to find someone else to second it so there isn't a perception issue from other members.
I've never heard it done but I suppose technically it should be allowed. However, if you were the member with the proxy you would be better to find someone else to second it so there isn't a perception issue from other members.
CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
Diana, Are you talking about a board meeting and the "member" is a director on the board?
Or are you talking about a meeting of the members, and the "member" is a homeowner and not on the board?
By the way, what was the motion, if you can share it?
Or are you talking about a meeting of the members, and the "member" is a homeowner and not on the board?
By the way, what was the motion, if you can share it?
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
If it is a board meeting, check your State corporate laws. Typically Directors aren't allowed proxies.
BruceF1 (Connecticut)
Posts: 2,535
Posts: 2,535
Posted:
A note on a second to a motion.
People often have the misconception that a person who seconds a motion must be in favor of it. That is not true. Parliamentary procedure does not require that the person who seconds a motion be in favor of the motion. A person can second a motion and then speak against and vote against the motion.
A second to a motion merely means that the person making the second believes (or wishes) the motion to be debated and voted on. Unless there is a second to a motion, the motion cannot be debated and dies.
A person might second a motion because that person believes the motion will be soundly defeated when brought to a vote. By seconding the motion, that person insures the motion will be brought to a vote and its defeat will be on the record.
People often have the misconception that a person who seconds a motion must be in favor of it. That is not true. Parliamentary procedure does not require that the person who seconds a motion be in favor of the motion. A person can second a motion and then speak against and vote against the motion.
A second to a motion merely means that the person making the second believes (or wishes) the motion to be debated and voted on. Unless there is a second to a motion, the motion cannot be debated and dies.
A person might second a motion because that person believes the motion will be soundly defeated when brought to a vote. By seconding the motion, that person insures the motion will be brought to a vote and its defeat will be on the record.
CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
Bruce--thanks fro reminding us all of that, especially your last sentence.
But what about Diana's proxy question?
But what about Diana's proxy question?
DianaE (Colorado)
Posts: 40
Posts: 40
Posted:
Yes, I am asking in reference to a general membership meeting. I can see why it would be better to hope someone else would second it. Thanks.
DianaE (Colorado)
Posts: 40
Posts: 40
Posted:
If its a general membership meeting, than what difference if the member is on the board or not.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Quote:
Posted By DianaE on 04/16/2013 1:50 PM
If its a general membership meeting, than what difference if the member is on the board or not.
If its a general membership meeting, than what difference if the member is on the board or not.
It doesn't
CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
Sorry I misunderstood Diana. In your 1st post you didn't mention what kind of a meeting it was.
Usually Meetings of the Members are Annual Meetings to elect directors, but sometimes, I guess, there are items of business on the agenda that require also a vote of the members. What is that item?
There also are Special Meetings of the Members, which often only involve one agenda item. These meetings should be defined in your bylaws or your state's laws.
As I wrote elsewhere on one of your posts, I know nothing about proxies, but I've never read here that they can be used to second a motion. My impression is that proxies are used to cast votes, not to second motions, but I easily could be wrong!
Usually Meetings of the Members are Annual Meetings to elect directors, but sometimes, I guess, there are items of business on the agenda that require also a vote of the members. What is that item?
There also are Special Meetings of the Members, which often only involve one agenda item. These meetings should be defined in your bylaws or your state's laws.
As I wrote elsewhere on one of your posts, I know nothing about proxies, but I've never read here that they can be used to second a motion. My impression is that proxies are used to cast votes, not to second motions, but I easily could be wrong!
BruceF1 (Connecticut)
Posts: 2,535
Posts: 2,535
Posted:
Quote:
Posted By CarolR11 on 04/16/2013 2:42 PM
Sorry I misunderstood Diana. In your 1st post you didn't mention what kind of a meeting it was.
Usually Meetings of the Members are Annual Meetings to elect directors, but sometimes, I guess, there are items of business on the agenda that require also a vote of the members. What is that item?
There also are Special Meetings of the Members, which often only involve one agenda item. These meetings should be defined in your bylaws or your state's laws.
As I wrote elsewhere on one of your posts, I know nothing about proxies, but I've never read here that they can be used to second a motion. My impression is that proxies are used to cast votes, not to second motions, but I easily could be wrong!
Sorry I misunderstood Diana. In your 1st post you didn't mention what kind of a meeting it was.
Usually Meetings of the Members are Annual Meetings to elect directors, but sometimes, I guess, there are items of business on the agenda that require also a vote of the members. What is that item?
There also are Special Meetings of the Members, which often only involve one agenda item. These meetings should be defined in your bylaws or your state's laws.
As I wrote elsewhere on one of your posts, I know nothing about proxies, but I've never read here that they can be used to second a motion. My impression is that proxies are used to cast votes, not to second motions, but I easily could be wrong!
A proxy is an authorization for the person holding the proxy to be the representative of the member issuing the proxy at a meeting. In other words, a person holding a proxy has all the rights of the member issuing the proxy as if that member was there in person, including the right to make motions (and to second them), make nominations, participate in debate, and to vote. Thus, a person holding a proxy may second a motion as the other person's representative. While it may seem questionable or unethical, it is entirely proper and legal. This is one of the many reasons why HOAs don't like proxies, which arise out of corporate law.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
We have discussed a proxy being used by the BOD and I believe we agree that under the right rules, they can be used. Also under the right rules proxies can be used at member meetings.
Thus the question is if proxies are allowed, can a proxy be used to 2nd a motion?
I think this might be a Robert's Rules issue.
That aside (and as others have said), a 2nd allows the motion to be voted on. Regardless of how 2nded, it still needs to be voted on thus it ends up standing on its own merit. I do not see how not allowing a proxy to 2nd it assures anything other then it being voted on. Meaning a proxy used to 2nd it does not assure passage.
One BOD I was on, I had a reputation of 2nding motions that I then voted against. I did such as I wanted it on record how we stood and in some cases to embarrass the motioneer as with out a 2nd, the motion never made it into the minutes thus no embarrassment when it was defeated big time. I believe Bruce touched on this.
The question still on the table is can a proxy be used to 2md a motion?
CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
Thanks for clearing this up for me--and for Diana, Bruce, concerning meetings of the members.
This, Diana, still doesn't necessarily mean that proxies may be used by directors in Boards of Directors meetings as Roger of CO pointed out on another of your threads
This, Diana, still doesn't necessarily mean that proxies may be used by directors in Boards of Directors meetings as Roger of CO pointed out on another of your threads
CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
Ah, John46, I see that yours & my last posts were at the same time.
I don't know which "we" agreed that proxies can be used in Board meetings. Members of your HOA board, John? Or contributors to this forum?
Anyway, Our bylaws don't permit them at board meetings and neither does CA Corp. Code.
On another of Diana's recent threads, Roger of CO stated that CO doesn't permit directors to use proxies at board meetings either. Finally, Robert's Rules of Order doesn't permit them either in those situations because they defeat the purpose of a "deliberative" assembly.
But it sounds like SC is different, right?
I don't know which "we" agreed that proxies can be used in Board meetings. Members of your HOA board, John? Or contributors to this forum?
Anyway, Our bylaws don't permit them at board meetings and neither does CA Corp. Code.
On another of Diana's recent threads, Roger of CO stated that CO doesn't permit directors to use proxies at board meetings either. Finally, Robert's Rules of Order doesn't permit them either in those situations because they defeat the purpose of a "deliberative" assembly.
But it sounds like SC is different, right?
MatthewW4 (Arizona)
Posts: 500
Posts: 500
Posted:
I think I posted this the other day but it is worth repeating. One needs to look at the state's corporation codes, the state HOA statutes, plus the CC&R's, bylaws, and articles of incorporation to determine whether and when a proxy may be used.
I found that Arizona laws allow proxy voting in non-profit corporations but does not allow member voting ("votes allocated to a unit") by proxy in an HOA. I also found that directors may vote by proxy and there is no prohibition against doing so in an HOA.
I found that Arizona laws allow proxy voting in non-profit corporations but does not allow member voting ("votes allocated to a unit") by proxy in an HOA. I also found that directors may vote by proxy and there is no prohibition against doing so in an HOA.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Carol
We all have to realize that laws can vary. Matt believes BOD's can use proxies in AZ. I believe they can use them in SC.
I do believe I did "qualify" my post by saying "where allowed".
We all have to realize that laws can vary. Matt believes BOD's can use proxies in AZ. I believe they can use them in SC.
I do believe I did "qualify" my post by saying "where allowed".
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