Proxy Usage

Started by JohnC46 • 9 replies • 1751 views

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JohnC46 (South Carolina)
Posts: 14,265

Posted:

We have a situation where our Chief Complaining Officers (CCO's) have drawn up and distributed a Directed Proxy for our 4-28-2015 Annual Meeting. While 2 of the 3 "directions" are valid (counts for establishing a Quorum and to vote against a BOD Proposed Bylaw change) there is one that directs the Proxy holder to vote against any dues increase. A dues increase has not been discussed nor is it scheduled to be discussed nor to be voted on.

Some are saying the Proxy is not "legal" as it covers things not scheduled (the dues increase). Others feel the Proxy is "legal".

I have recommended we bounce it off our HOA Attorney but I am curious if others have any experience with such.

Thanks

TimB4 (Tennessee)
Posts: 21,059

Posted:

Although the proxy is not accurate, I would think it would be valid.

A proxy statement is simply notifying the Association that Mr/Mrs abc is to act as their proxy representative at the next annual meeting. The Statement further directs the representative to cast votes a specific way.

In your case, they are being told that if a vote for assessment increases occurs, that the proxy should cast a vote against such an increase.

The fact that there isn't such a vote should not be a reason to invalidate the proxy statement. As the statement still identified the member, identified who they wanted to represent them and the Board has no reason to suspect that the member didn't sign the proxy statement. Therefore, the Board should accept the proxy.

The other thing the Board should do, in my opinion, is send out a notice explaining that they are aware of proxy statements with this directive being passed around the development. State that there never was any proposal to increase assessments at this annual meeting and that you suspect the individuals who may be soliciting to be your proxy representative based on that statement is either misinformed or trying to scare you to assign your poxy to them. Then simply state that if anyone signed one of those statements, the statements will be honored. However, if any member now desires to cancel that proxy representation to simply sign a new proxy statement (attached) or simply show up at the meeting to cast a vote themselves.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By TimB4 on 03/22/2015 2:14 PM
Although the proxy is not accurate, I would think it would be valid.

A proxy statement is simply notifying the Association that Mr/Mrs abc is to act as their proxy representative at the next annual meeting. The Statement further directs the representative to cast votes a specific way.

In your case, they are being told that if a vote for assessment increases occurs, that the proxy should cast a vote against such an increase.

The fact that there isn't such a vote should not be a reason to invalidate the proxy statement. As the statement still identified the member, identified who they wanted to represent them and the Board has no reason to suspect that the member didn't sign the proxy statement. Therefore, the Board should accept the proxy.

The other thing the Board should do, in my opinion, is send out a notice explaining that they are aware of proxy statements with this directive being passed around the development. State that there never was any proposal to increase assessments at this annual meeting and that you suspect the individuals who may be soliciting to be your proxy representative based on that statement is either misinformed or trying to scare you to assign your poxy to them. Then simply state that if anyone signed one of those statements, the statements will be honored. However, if any member now desires to cancel that proxy representation to simply sign a new proxy statement (attached) or simply show up at the meeting to cast a vote themselves.

Tim

We are of like thinking.

Others please chime in.

Thanks

RogerB (Colorado)
Posts: 5,067

Posted:

We only use an official proxy form. Anyother proxy form which might be presented would not be counted. The official proxy form is mailed with the Notice of meeting and agenda on one piece of paper. The Unit ID is imprinted on the proxy to help prevent the misuse of proxies.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By RogerB on 03/23/2015 7:43 AM
We only use an official proxy form. Anyother proxy form which might be presented would not be counted.

Check local laws. In VA that would not be acceptable.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By TimB4 on 03/23/2015 8:28 AM

Posted By RogerB on 03/23/2015 7:43 AM
We only use an official proxy form. Anyother proxy form which might be presented would not be counted.

Check local laws. In VA that would not be acceptable.

Rodger

I say any properly executed Proxy, not just the one the HOA sent out, has to be used/counted.

EllieD (Vermont)
Posts: 446

Posted:

We do the same as Roger does. And in addition to printing the Unit Number, we also pre-print the Name, and or Names, of the persons that can cast a vote for that particular Condo Unit on the form.

We have never had someone submit other than the “official” proxy form.

However, should someone “lose” the official proxy sent with the Meeting Notice, we have a small supply of blank official proxy forms (without a preprinted Unit Number and Name) that can be used.

And occasionally we do get requests for blank ones.

NpS (Pennsylvania)
Posts: 4,216

Posted:

One question this issues raises is the lifespan of the proxy.

For example:
Some states may have regs stating that a proxy is only good for a year.
Some HOA regs may say that a proxy is only good for a particular vote or a continuance of that vote.
Some proxies have such restrictions in the language of the proxy itself.

I do think that the HOA could establish and publish a policy that prevents proxies from being so open ended that they are difficult to manage.

I also think that a proxy that covers an issue that has not been put to a vote is a nebulous demand on the HOA to pre-manage - And that is a responsibility that the HOA may want to avoid.

Sikubali jukumu. Read all posts at your own risk.

RogerB (Colorado)
Posts: 5,067

Posted:

Quote:

Posted By JohnC46 on 03/23/2015 8:53 AM

Posted By TimB4 on 03/23/2015 8:28 AM

Posted By RogerB on 03/23/2015 7:43 AM
We only use an official proxy form. Anyother proxy form which might be presented would not be counted.

Check local laws. In VA that would not be acceptable.

Rodger

I say any properly executed Proxy, not just the one the HOA sent out, has to be used/counted.

Not in the associations we manage can just any proxy form be used. Check your Bylaws.

JohnB26 (South Carolina)
Posts: 1,001

Posted:

NO, check your state's actual corporate law.

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