Voting Proxies

Started by BillJ5 • 13 replies • 1801 views

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BillJ5 (Wisconsin)
Posts: 5

Posted:

At a recent association annual meeting, one of our members had solicited quite a few proxies from other owners who wouldn't be present and when it came time for roll call, she refused to respond and have her proxies counted. Due to her withholding these proxies, we fell short of a quorum and could not hold the regular business meeting. Is this legal? Is there any precedent for this behavior? She is disgruntled and wants the association to GO AWAY. Of course she was oblivious to the fact that there was an association when she purchased property in our association.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

Bill: Were the proxies to be used to attain the acceptable amount for a quorum...or, were they to be used toward an actual vote? The difference would be in how the proxy was worded.

As a matter of info, usually if the person who signed the proxy is in attendance, their proxy then becomes void. Was this the case?

RobertR1 (South Carolina)
Posts: 5,164

Posted:

BillJ,
I suppose it is water onder the bridghe now. I'm no authority but if it was established that the proxies did exist and were validated, a meeting could be held counting those numbers.
Also, I would suggest that the president could open a meeting and note the situation with the proxies, and if this owner objected, the president could note the objection for further clarification, and conduct the meeting. It appears to me the Legal Act of calling a meeting and doing it supercedes any effort to stop the meeting. In any event it would be better to conduct the association business on agenda, go through the drill and note objections to the meeting. Enter into the minutes the order that there will be a full evaluation of the situation and if changes have to be made, the council will be notified. If I wwas the Board president, at the next Board Meeting (immediately after the annual)I would move that the meeting be considered valid, and if this unreasonable member wants to file an exception, let him do it. I don't think I would hire an attorney, let this owner hire one if he wants. I would also invite this person to sit down and discuss the operation of his HOA with you. As Dr Phil would say, "It is not about the meeting or the Proxys."

RogerB (Colorado)
Posts: 5,067

Posted:

Bill,
Why would anyone would go to the effort of collecting proxies and then not use them? Are the members who assigned their proxy to this person aware of this person's choice of not presenting their votes?

Our procedure is to have members sign in, including proxies, upon arrival prior to the meeting. Only if there is a quorum, including proxies, can a meeting be called to order. Once called to order business can be conducted no matter whether members and proxies are present; and if present whether they chose to vote or not.

BillJ5 (Wisconsin)
Posts: 5

Posted:

Thanks for your response.

The proxies state that we need 91 members present"Either in person or by proxy". They give the person who signs "The authority to represent me and vote on my behalf".

The proxy givers were not in attendance.

Bill

BillJ5 (Wisconsin)
Posts: 5

Posted:

I haven't talked to the proxy givers to determine if they were aware that the proxy holder was going to withold there proxies.

The proxy holder is trying to disband the association. She was unaware of the covenants when she purchased property and moved in and has been trying ever since then to destroy the association.

We determine attendance by roll call and she would not respond. If requested to sign in, she wouldn't have, yet she wanted to have the floor later when we held an informal meeting due to the fact we didn't have quorum.

Bill

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Bill,
If I were you I would take care in what you do or get involved in. This business of an informal meeting in the Board members were present may not be the proper way to go. It is tricky about board members getting together to discuss business.
I don't know where this woman is coming from and apparently she was able to convience a bunch of people to sign proxys over to her. Sounds like she has reasoned with someone. Maybe you should consider having a meeting without notice (if in your CC&R's), if not, certainly you could call a board meeting on three or four days notice. If, as you say, she is hell bent on dissolving the association, you or the board can't really stop her from spinning around.
There are other ways to conduct your business meetings, you don't need her proxies for that, just the annual meeting, which has passed and not held because of lack of a quorum. Over and done with. I would carry on as before and let her take you to court, certainly she won't be able to do that trick again next year, if you educate your membership. If she wants to try to recall the board, let her, you can't stop her and I suspect she will soon grow tied of the fight if she can't find anyone to respond in the manner she wants, like stopping the annual meeting.
For her to gather up all those proxys I suspect she can conduct herself in a civil manner, so why not just sitdown and talk, if possible. Ask her to investigate how to dissolve an association and make a report back to the board for the board to study and make recommendations to the membership. Should the Association be dissolved can be a legitimate question. For the Board at this point to enter a fued with this lady is certainly not the way to go.

MicheleD (Kentucky)
Posts: 4,491

Posted:

I have another question about your governing documents. Lots of times they will provide an "out" for only having a high number available for quorum for meeting. In ours,

SECTION 7. Quorum. Fifty-one percent (51%) of the lot owners of the Residents Association entitled to vote, represented either in person or by proxy, shall constitute a quorum at a meeting of members. If a quorum is not present or represented, the meeting may be adjourned from time to time with a second notice given pursuant to these Bylaws. If a quorum is not present or represented at such adjourned meeting, any business as originally noticed may be transacted by those members present or represented at such adjourned meeting.

SECTION 8. Proxies. At all meetings of members, a member may vote in person or by proxy executed in writing by a member or his of her duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Residents Association before or at the time of the meeting, No proxy shall be filed after four months from the date of its execution, unless provided in the proxy.

This covers the notice details. It would not be a special meeting, but notice of the adjourned meeting to reconvene. In which case the business may be transacted with just the member present at the meeting without having to satisfy a quorum.

SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than three nor more than ten days before the date of the meeting, either personally or by mail, by or at the directions of the President, or the Secretary, of the persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the books of the Residents Association, with the postage thereon paid.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

Bill: it really doesn't matter tbat the '...proxies state that we need 91 members present...'. What matters is what your official covenant document, the CC&R, states regarding the use of proxies for your community.

Was the proxy worded to hold a quorum so that business could be conducted, or was the proxy worded to give the person authority to represent another and vote for them?

TracyT (Maryland)
Posts: 228

Posted:

Bill,

It sounds like your member doesn't understand the use of the proxy. She has the other members authority to vote for them. The proxies that she was in possession of should have counted toward the quorum and she controls the way their vote goes or not.

If she wanted to invalidate the meeting from occurring (because of no quorum) then she should have told those members (who she collected proxies from) not send in proxies or attend the meeting. Alternately, she can make a request to the board to place disbanding the HOA on the ballot for vote by the membership.

It would be interesting to know what she was protesting at this meeting and whether the people, who did sign the proxy, perceive as proper procedure.

Good luck.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

Bill: the person who solicited for the proxies and did not use them seems to have 'changed their mind'...wonder why? This is the person who actually has the real problem here, not the Board and not the membership.

Its unfortunate she did not investigate better on her own behalf prior to purchasing into a community association. If she is disgruntled and is unhappy about living in one, she may want to think about moving out....

MikeS1
Posts: 668

Posted:

This is just one more reason that some states are banning the use of proxies. There are just too many opportunities for fraud. Sooner or later, these will be a thing of the past.

BillJ5 (Wisconsin)
Posts: 5

Posted:

The proxy is worded so that it will be used for both. It has been used for both all the way back to when the developer was in control of the association. It is stated in the by-lawsm that proxies will count toward quorum.

Bill

BillJ5 (Wisconsin)
Posts: 5

Posted:

We require only 51% of lot owners to be in attendance for a quorum

Your section allowing business to be conducted at a resumption of an adjourned meeting even without a quorum is interesting. Thanks!

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