Secretary voting proxies

Started by CharlesG5 • 7 replies • 2046 views

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CharlesG5 (Florida)
Posts: 60

Posted:

Live in Florida and the community is an HOA therefore we are a Not-For-Profit Corporation, Florida Statues 617.

At the annual meeting, the homeowners who can not make the annual meeting send in their proxy to have the Secretary or someone else to vote for them in the best interest of the community.

The Secretary is seeking reelection to the board and he is voting the proxies assigned to him. IS THIS NOT A CONFLICT OF INTEREST?

IF HE HAS 50 PROXIES, he can vote just for himself and no other candidate. That means he is fifty votes ahead.

If he has fifty proxies can he only vote for himself once with the proxies and then one time as a homeowner.

Has to be a CONFLICT OF INTEREST OR AN UNFAIR ELECTION to the other candidates running.

NOTHING IN OUR BY-LAWS ABOUT THIS CONFLICT.

JonD1
Posts: 2,350

Posted:

I would guess this is standard in the documents of many properties.

Proxies are voted by the board secretary.

As this year the secretary is up for re-election I would think they still vote those proxies as they see fit.

How many seats are open and how many candidates?

While it might not seem fair as the secretary more than likely will vote for themselves that would be the procedure in place.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Charles,

I see nothing wrong with what the secretary has done. No one is forcing the members to name him as their proxy so either the members are satisfied with his/her performance or - more likely - they do not understand what is going on.

If you feel that something is amiss with what has happened your simplest remedy is to solicit proxies for you to vote. If someone has already granted the secretary his proxy a later proxy overrides the first.

CharlesG5 (Florida)
Posts: 60

Posted:

To LarryB13 You state that a later proxy overrides the early proxy.

Do you live in Florida?/ Need to know where you got that information. Thanks

JerryD5 (Colorado)
Posts: 218

Posted:

You bring up an interesting situation. In our HOA (and with our previous PM) we just had a blank space for a name to give your proxy to. Earlier this year we changed PMs. When we had our recent annual meeting, our new PM sent out proxies with an option to give their proxy to the board president or a blank space to fill in with a specific name. I objected to the board president option because I didn't want the homeowners thinking I was trying to control all the power (I am the board president). So the PM changed it so homeowners could give their proxy to the entire board or name a specific individual. I guess if we had a bunch of those, the board would have a vote among ourselves how to vote the proxies. When I questioned the PM, she said it was a state law that homeowners had to have the 2 options for their proxies. As it turns out, we a quorom (20% homes represented by proxy or in person) and I gathered enough individual proxies (10) that we didn't have to worry about the board proxies (they wouldn't have swayed any of the votes for elections held anyways).

TimB4 (Tennessee)
Posts: 21,061

Posted:

Charles,

If the proxies are assigned to the Secretary, then the Secretary is the only one who may vote them. If they were assigned to someone else or the Board in general, it would be different.

The other candidates, if they desire, should run off copies of proxy forms and start canvasing the development asking if members are attending and, if not, to assign their proxy to the candidate. This way, the candidate may have 50 proxies.

Our association provides directed proxies, vs. general proxies, which allows the member to direct the proxy how the vote is to be cast. Our Board also, by majority vote, makes a decision on how to cast proxies assigned to the Board. This is done prior to the general meeting and, typically, prior to even sending out the notice for the meeting.

TimB4 (Tennessee)
Posts: 21,061

Posted:

Quote:

Posted By JerryD5 on 11/27/2014 4:00 PM

our new PM sent out proxies with an option to give their proxy to the board president or a blank space to fill in with a specific name.

Our proxies have a blank to have a name filled in or it is considered assigned to the Board to cast (states this on the proxy form). It is not assigned to any one officer, just the Board in general. The Board, as I previously posted, does a majority vote on how the ballots for the proxies assigned to the Board will be cast. Typically they are cast only for the announced candidates.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By CharlesG5 on 11/27/2014 12:01 PM
To LarryB13 You state that a later proxy overrides the early proxy.

Do you live in Florida?/ Need to know where you got that information. Thanks

Florida Statutes 607.0722 is the controlling statute for proxies in general. Paragraph 5 states:

"(5) An appointment of a proxy is revocable by the shareholder unless the appointment form or electronic transmission conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(a) A pledgee;
(b) A person who purchased or agreed to purchase the shares;
(c) A creditor of the corporation who extended credit to the corporation under terms requiring the appointment;
(d) An employee of the corporation whose employment contract requires the appointment; or
(e) A party to a voting agreement created under s. 607.0731."

Just to avoid confusion it would be a good idea to include language along the lines of, "I hereby revoke all previous proxies, if any" on the proxy itself.

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