Improper use of proxy votes at special members meeting

Started by WilliamL15 • 1 replies • 658 views

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WilliamL15 (Virginia)
Posts: 1

Posted:

Because the Board of Directors (BOD) refused to listen to owners on a major capital expenditure, the owners used the Bylaws to collect 800 petition signatures to demand a special meeting of the membership. The petitioners requested and received a copy of the proposed ballot and later found out after the ballots were mailed that the petitioner's only received a portion of the actual ballot language.The language in the mailed ballots contained a statement stating that the BOD secretary was the proxy for all ballots solely for the casting of the members voting option. Later, when a motion to extend the voting time limit was approved by those members present at the meeting, the secretary stated she was voting all ballots against the proposal and the Board President ruled the motion had failed and adjourned the meeting.

In this case, can ballots used solely for the actual ballot be used to over turn a motion?

TimB4 (Tennessee)
Posts: 21,059

Posted:

William,

Ballots and proxies are two different things.

I suspect when you say ballot, you mean Proxy.

It is typical that the Board creates a proxy form for members to use which names the board as the proxy representative. If members are unaware (or simply don't care), they will simply sign and turn in the proxy form. However, as I suspect you know, VA § 13.1-847, applicable if you are incorporated, a proxy can be assigned to anyone.

I'm surprised that if you were able to achieve 800 signatures why you didn't canvas for proxies?
To me it looks like the organizers dropped the ball at the 50 yard line.

To answer your question, yes the proxies count when adjourning the meeting as the member is considered present at the meeting when represented by proxy and the proxy representative may vote how they desire in all matters at that meeting unless the actual member directed otherwise.

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