Help me understand this sample proxy

I am reading the book "The Law of Florida Homeowners Associations" by Peter M Dunbar, Esq. and Charles F Dudley, Esq. and would like some help understanding it.

"KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints the Secretary of the Association, his or her designee, or ______________, attorney and agent with the power of substitution for and in the name, place, and stead of the undersigned, to vote as proxy at the membership meeting of the Association, to be held at the (insert place of meeting and date), at 7 p.m., and adjournment thereof, according to the number of votes that the undersigned would be entitled to vote if then present upon the matters set forth in the Notice of Meeting dated (insert date on Notice of Meeting), a copy of which has been received by the undersigned.

(In no event shall this proxy be valid for a period longer than ninety (90) days after the date of the 1st meeting for which it was given.)

DATED this ___________ day of May, 2017.

Parcel Owner: _________________________

Parcel Property Address: ______________________

--------------------------------------------------------------------------------

SUBSTITUTION OF PROXY

The undersigned, appointed as proxy above, does hereby designate ________________, to substitute for me in the proxy set forth above.

Dated: __________________ Proxy: _____________________"

Stupid Questions:
1. When the 1st blank is filled, does it matter whether the designated person or the secretary votes for a director? Is it "either or" correct?
2. So if Sue designates Bob in the top half, and Bob gets sick the day of the meeting,
3. Bob can appoint Tina in the bottom half after signing and dating to vote on Sue's behalf?
4. "Attorney and agent" is interpreted almost as "power of attorney"?

Sorry for the stupid questions, but after reading homeowners association stuff all day my brain is fried. LOL because I'm thinking, if Bob gets sick the night before, instead of substitution, cutting the secretary vote on his behalf with the bottom portion blank? I just want to be 100% confident when explaining the proxy form to the members.

Lastly, if this form is used, there need not be any mention of the nominees, (in case there are only floor nominees)?

1. If the blank is filled in, then that person is the designated proxy representative and nobody else may cast a vote on the members behalf. If the blank is not filled in, then only the Secretary (and nobody else) may cast a vote on the members behalf.

2. If Bob gets sick, Sue needs to attend or she will not be represented at the meeting, unless she designates someone else in writing (proxy form with the latest date wins).

3. I'm not sure that is legal. However, the wording in the top half may make it so. You need to check with an attorney. Personally, I'm not sure I would ever sign such a proxy. If I chose Bob to represent me, I did so because I felt Bob would vote the way I would. If Bob appoints another to replace him, then I have no idea if they should be representing me or not.

4. I don't think so. A power of attorney is a specific document that specifies power of attorney. See: power of attorney versus proxy from TransLegal


This form is a general proxy, so names are not required.
If this form was a directed proxy (specifying who to vote for), the names should be included.

Thank you, Tim, for your replies and sample proxy. I was thinking the same thing on question #3. The authors of the book ARE attorneys in Florida and it is a very good book, however, their sample forms are not broken down and explained completely for idiots like me. LOL

I still want to know how to interpret "attorney and agent" and other legalese.

Our HOA consists of 15 properties owned by 13 individuals. At the end of the month, I will be chairing a member meeting for the purpose of electing a Board of Directors. Mistakes have been made in the past and I am trying to move forward doing everything correctly, dotting every I, crossing every T, and making sure everything is within the law and the governing documents.

This website is invaluable for homeowners trying their best to carry out the duties necessary to run the Association.

A lot will depend on context.

Here is some info that may help (or simply muddy the water).

Legal Definitions & Legal Terms Defined from USLegal

Nolo's Free Dictionary Of Law Terms and Legal Definitions

The Law Dictionary
Featuring Black's Law Dictionary Free Online Legal Dictionary 2nd Ed.

Subject: How to read a statute (law) old thread on this forum

A GUIDE TO READING, INTERPRETING AND APPLYING STATUTES from Georgetown Univ. Law Center

Thank you all for the help. I have attached a proxy form I created for our association. Would you sign this? Remember, 2 property owners own 2 lots. Thanks!

Thanks again, Tim, although now I have more questions because this is a very messy situation. Let me explain:

When the developer turned the HOA over to the homeowners of our very small community, it was given to people unknowing of the responsibilities and incompetent for the job. The board did not convene so nothing was getting done. At an annual meeting, my wife was talked into taking over as president, once again not knowing what she was getting into. So, in trying to help her, we had a board meeting and I became president and a member of a three-person board. I tried collecting past-due assessments and the board finally decided to hire a lawyer to do so. Director #1 has not paid assessments for years and has a lien on his property. Director #2 has recently died. Director #3 (myself), and also president, sent a letter of resignation to all members because I am unable to fulfill my fiduciary responsibilities without help. I'm the only one doing any of the work!

So we technically have a board of one person, not in good standing, and without a quorum. According to the declaration, those not current in assessments are unable to vote, so I don't know if he is able to be a director.

I then sent a letter to the homeowners stating without a board of directors or homeowners willing to participate (we've been unable to establish a quorum for an annual meeting) receivership would happen if a Board of Directors could not be filled.

NOW, we have people willing to be board members and another willing to serve as treasurer. So how do we handle this? If I don't get involved, nobody is going to do it.

So, I am calling a members meeting, (as president because there is no replacement), for the purpose of filling a Board of Directors, even though technically I resigned. (Not something I feel comfortable about. Is it legal? Will it nullify any election?) Again, if I don't do it, nothing will happen.

And getting back to the proxy, how can I put the board of directors as proxies given the current situation?

I am trying to do the right thing and am very frustrated. Now that I have the homeowners attention I think we can at least try to make this work by establishing rules and policies on how to exactly proceed with assessment collections and enforcing the restrictions set forth the declaration, THEN finally create a budget.

I am confused…… Not knowing how to handle this and wanting to do the right thing. Luckily the only common property is a private road and a surface water drainage system. Advice, anyone?

What if the director, who is very dissatisfied because of actions that were taken against him, tells me to F**K-off and resign?

The bylaws state the annual meeting must be held in February.

From the bylaws:
VACANCIES. Any vacancy occurring in the Board of Directors or otherwise filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for the purpose within 30 days after the occurrence of the vacancy. The director thus chosen shall hold office for the unexpired term of his predecessor and the election and qualification of a successor.

Robert

When a vacancy exists on a BOD, typically the BOD (takes a majority of BOD Members agreeing) can appoint someone to fill that vacancy(s). That appointment is usually just until the next Annual Election. In some cases it can be to fill the balance of a term which might be past the Annual Election time.

If there is still one person on the BOD, that person can fill the vacancies. Had you stayed on the BOD you would have had a vote in who filled the vacancies. In this case you may have cut your nose off to spite your face.

John,

I am beginning to see that (sigh). What does the remaining director need to do in order to fill the vacancy? Can he appoint two? The articles of incorporation say:


I cannot find anything about how this is done. Board meeting? Can the remaining director just fill out a prepared written form to appoint another director and then write himself off and then formally submit a written statement and quit? Worst case scenario: if the remaining director resigns leaving NOBODY on the board? What happens then? No BOD and no officers? Our bylaw state the BOD can be 3-5 members.

Thank you all who have taken the time to follow this and give suggestions. Asking homeowners to volunteer and attempt to run an HOA is asking a hell of a lot, and a disaster waiting to happen in our community. I just want to proceed forward now that I have the attention of a couple of other members and make the least amount of mistakes as possible because MANY mistakes were made in the past that should have been dealt with years ago. And this forum is a lot cheaper than running to an attorney to make sure everything is on the up and up. It may not be professional legal advice, but it helps a lot!

YEP ... because you resigned and gave up all control to one person who you have stated is not a BOD member in good standing. That individual at the next BOD Meeting can appoint X number of directors to fill the open positions which will be held by those individuals until the next HOA Annual Meeting. Also, generally at that time the new BOD will determine among themselves which Officer positions each one will hold until the next Annual HOA Meeting. At the next Annual HOA Meeting thehomeowners will elect BOD Members.

Simply put ... if you cared you should not have resigned.

Yep ... Pretty much my attitude.

Live and learn, Robert. I almost did the same thing a couple of years ago but then I saw other directors resign and, when I thought about it afterward, figured that maybe that wasn't such a great idea. If I hadn't seen others do it, I would have made the same mistake. It's not the end of the world and I wish you luck getting your foot back in the door. Sorry to hear about your father.

The important thing when we ALL make mistakes is to learn from them. I know how you probably felt doing virtually all the work while everyone else reaps the benefits ... and it is frustrating. I am glad you are trying to get better group together and wish you all the best.