Proxy - Is the attached a valid proxy?

The attached proxy seems really deceptive.

This is the only proxy that was in the packet for the annual meeting on 10/27/15 - to be used at the annual meeting and any other subsequent meetings that will occur through 12/31/15.

However, at the end of each proxy selection, it states that it is for the Annual Meeting or any adjournment thereof.

Only below the selection does it say it is valid for the Annual Meeting AND all Membership meetings that occur until 12/31/15.

Isn't this a contradiction?

Good catch - I didn't see that.

I am mainly concerned with the validity at which meetings?

Linda

I do not like the Proxy for several reasons:

1. It only names the President or another BOD Member has the holder. It could be made fairer to all by combining selections one and two and letting the Proxy giver name a specific person. This would be a fairer way of doing it.

I would strike the ending where it says for all meetings. I find that confusing.

Well, the three options are pretty straightforward. You can select a person to vote for you, you can allow the president to vote for you, or choose to be counted present and let no one vote for you. No confusion there.



I would have an issue with the "irrevocable" part because the form tells you how to revoke it. The form is ambiguous.

On its face, this proxy was intended for use at the annual membership meeting on October 27, 2015. It also says, "This Proxy is valid for the Annual Meeting and all Membership meetings that occur until December 31, 2015." If there was not a quorum at the meeting on 10/27, the meeting could be adjourned and reconvened on a later date. I am not sure how much notice is required but I am guessing 30 days, so this would allow up to two reconvened meetings (Nov & Dec) before it expires.

The only problem I see with it is that if someone called for a special membership meeting before 12/31, perhaps to recall the board, these proxies could be used to defeat the intent of the meeting.

BTW, members are not obligated to use the proxy sent to them by the management company or the board. They can make up their own.

Yes, that is my issue!! Better stated that what I said.

It states two different things in different places.

John,

Our process is just the opposite. There is nothing in them about budget approval - that is left up to the board. But raising the dues calls for a vote.

"The Association may change the maximum of the assessments provided that any such change shall have the assent of two-thirds (2/3) of the votes of members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all members at least thirty (30) days) in advance and shall set forth the purpose of the meeting."

- Forums like this can helpfully challenge long held habitual belief such as what can validate or invalidate a proxy. (as opposed to mere "confusing" but not voiding internal contradictions).

This proxy one purports to over-ride what I also thought was the prevailing effect of a proxy-donor's attendance automatically killing any proxies. I would agree with Richard P13 (CAL)'s comment that way at the other current proxy topic http://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/204846/view/topic/Default.aspx

Attendance has been widely believed to kill prior proxy regardless of whether or not someone is able to scramble to issue a revocation document as attempted to be required in the proxy form itself.

Can a mere Meeting package component ( the proxy form ) purport to abridge a member's or shareholder's fundamental overriding rights to show up & automatically kill a previously valid or fake completed proxy ?

Does having a right to hold a meeting magically grant such power if it is not within the governance powers and jurisdictions' overriding law ?

Can irrevocability be lawfully contracted & enforced between giver & receiver parties ?

- A postscript : At a recent non-political, charitable corporation's annual meeting here, a group with unsettling ties to Freemen on the Land ( remember the Oklahoma bombing ? )used bulk proxies for almost half the eligible votes.

They champion a General Manager whose criminal trial is underway. At sign-in the scrutiny of such big numbers delayed the Meeting by an hour. Their slate lost all seats except one, but their rights were fully honoured. "Proxies are great : no eyes nor ears".

There is no "one size fits all" for proxies. I have seen all different forms used in different parts of the country.

FYI, your proxy would not be valid in California. But as wise and sophisticated as we may think we are, there is no standard proxy form here.

As I said, it's confusing.

I would have taken that to mean the proxy was valid for the next meeting if the first meeting failed to reach a quorum.

However, per your posting, I understand that it's actually for two different meetings already scheduled.

All you can do is get the word out and encourage members not to turn in a proxy but show up or not attend.

Exactly, you stated it much clearer that I did.

Both meetings (annual & dues increase) were already scheduled before the packet went out.
Annual meeting reached a quorum and was never adjourned.
It would have been more transparent to include the dues increase on the annual agenda and vote the dues increase at that meeting.

Instead they included notice for the later meeting in among six other papers.

Sadly, in many cases, the meetings would never achieve a quorum without the proxies. The best thing to do would be for everyone to actually show up. My HOA would never be able to conduct business if our documents didn't allow proxies - way to much apathy!

Ok - I was wondering why so many of you couldn't understand my issue with the proxy. I've reread these posts and it is about as clear as the proxy, very confusing. I knew exactly what I meant - it was just that no one could read my mind. So here is the problem restated in better order:

There is nothing in our documents about budget approval - that is left up to the board. But raising the dues calls for a vote.

"The Association may change the maximum of the assessments provided that any such change shall have the assent of two-thirds (2/3) of the votes of members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all members at least thirty (30) days) in advance and shall set forth the purpose of the meeting."

Quorum for raising the dues:
1st meeting: 60% x 345 = 207 quorum x 2/3 = 138 to pass
2nd meeting: 30% x 345 = 104 quorum x 2/3 = 70 to pass

We had an annual meeting coming up(10/27)and the mailing that was sent to homeowners included six pages:
1) Notice of the Annual Meeting - stating "if you are not able to attend, please complete proxy so we can meet the quorum."
2) Agenda for the Annual Meeting
3) Candidate Bios
4) Board Member interest form
5) Proxy for the Annual Meeting (Attached in first post)
6) Notice of Membership Meeting for Nov.12

I realize that they might have combined mailings to save postage. But I don't know why they didn't have the vote to raise dues at the annual meeting; they didn't even mention the vote nor the Nov.12 meeting.
I think most owners missed #6 above as it was in the back of everything else.
The Proxy heading states clearly it is for the 2015 Annual Meeting of the Membership - October 27,2015.
The three options to select from state it is for the Annual Meeting or any adjournment thereof.
Then at the bottom, it states that it is valid for the Annual Meeting AND all Membership meetings that occur until Dec.31,2015.

Granted you should read everything before signing, but if you missed that last section stating "and" without realizing it, you gave up your proxy for the vote to increase dues - most probably to the board.

So they were able to collect a lot of proxies for the annual meeting which met the quorum of 10% (35) and now are able to carry these proxies forward for the vote to increase dues.
The 1st meeting (Nov.12) didn't meet quorum
The 2nd meeting (Dec.17) will probably meet the quorum of 104 thanks to the proxies the board has gathered. So the increase will probably happen even though it is based on a Cluster reserve study that has MAJOR errors.

I and many others just don't like the board/MC process.

John,

I'm not sure. I'm mainly concerned with the financials and whatever affects them. Over the past 15 years, they can't seem to get it correct. Don't know if they are just ignorant, don't care, or maybe do it on purpose.

There are others that are concerned that this current board is lazy and doesn't seem to care when a section of fence falls down or the benches need painting or a bridge has a hazardous plank. The board states it is the fault of the previous MC. I don't check on those kinds of things nor do I care because there are sufficient owners that do that kind of thing.

Since you've read my posts, you can see that they are all finance related. They have a fiduciary duty when it come to handling our money. Our bylaws state "the treasurer shall receive and deposit in APPROPRIATE bank accounts all monies of the association and shall disburse such funds as directed by resolution of the board of directors.

That is not being done!

No! It's not being done correctly per the math and accounting standards. Read my posts before you form an opinion

Richard,

I realize that!

But this issue also relates to financial issues. The board is attempting to get a dues increase that is not warranted.

Linda

I found this in an association in Colorado, with very similar language to what you posted. In the language posted below, the Board can raise assessments up to 10% without a vote of the membership. Do you have similar language?

Section 7.2. Maximum Annual Assessment. Until January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment shall be Six Hundred and No/100 Dollars ($600.00) per Lot.

A. Without a vote of the membership, from and after January 1 of the year
immediately following the conveyance of the first Lot to an Owner, the Board of
Directors may only increase the maximum annual assessment by an amount of 10%
of the maximum assessment for the previous year.

B. From and after January 1 of the year immediately following the conveyance of the
first Lot to an Owner, the maximum annual assessment may be increased by an
amount in excess of 10% by a vote of 67% of each class of Members who are voting
in person or by proxy, at a meeting duly called for this purpose.

C. The Board of Directors may fix the annual assessment at an amount not in excess of the maximum.

Linda S27 (Col):

Respectfully some pretty sound advice is among some of the postings above. That includes persuading other members to stroke out & initial whatever exceeds what management should receive on the offered proxy, or (as Larry B13) using one's own proxy form.

Proxy evils (in the condo law universe) prompted my jurisdiction ( and possibly others ) to outlaw ongoing proxies in 1998, to require proxy expressly to target specific Meeting & temporary adjournment, and to schedule a (recommended) proxy format.

But condo proxy abuses continue, just like pit bull prohibitions not eliminating (grandfathered) pit bulls here after a full decade . . .