LeoH
Posts: 4
Posts: 4
Posted:
Are proxies valid in Board meetings in AZ? They definitively are not valid for Association meetings.
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HOA Board Meeting Proxy - AZ
Started by LeoH • 27 replies • 1084 views
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RichardP13
Posts: 3,836
Posts: 3,836
Posted:
Nope
KerryL1
Posts: 14,519
Posts: 14,519
Posted:
Welcome to the forum, Leo. I think you're asking if there can be a proxy for a director at a meeting of the board of directors. If so, Richard's right. I do not think there can be proxies anywhere in the USA for HOA meetings of boards.
LeoH
Posts: 4
Posts: 4
Posted:
I am talking about a proxy for a director at a board of directors meeting. The problem is that our Bylaws allow it but the AZ laws are not clear about board meetings.
KerryL1
Posts: 14,519
Posts: 14,519
Posted:
Interesting, Leo. Can you give us the wording on this topic from your bylaws?
LeoH
Posts: 4
Posts: 4
Posted:
There are references in several places in the CC&Rs, Bylaws and Policy Manual. Those are not what is important. The AZ law is. That is where the confusion is. And I have now decided to just eliminate the use of proxies. That solves it.
Thanks for your interest.
Thanks for your interest.
KerryL1
Posts: 14,519
Posts: 14,519
Posted:
Shouldn't the board (all directors at a duly-noticed meeting) decide? And can the board really ignore what you say is in your bylaws? I think it'd be highly unusual that your CC&Rs say anything about proxies???
We have a couple of reply knowledgeable AZ posters, so I'd hoped you'd hear from them
We have a couple of reply knowledgeable AZ posters, so I'd hoped you'd hear from them
GeorgeS21
Posts: 3,705
Posts: 3,705
Posted:
Leo,
I think this is where Boards get into trouble - or, at least those willing to say something like, "And I have now decided to just eliminate the use of proxies."
It would seem if AZ law does not specifically prohibit the use of proxies at Board meetings, and the By Laws or CCRs do allow, then the By Laws and CCRs must be followed.
Does AZ law say proxies are not allowed for Association members meetings? That seems unusual - don't most states allow proxies for association meetings?
I think this is where Boards get into trouble - or, at least those willing to say something like, "And I have now decided to just eliminate the use of proxies."
It would seem if AZ law does not specifically prohibit the use of proxies at Board meetings, and the By Laws or CCRs do allow, then the By Laws and CCRs must be followed.
Does AZ law say proxies are not allowed for Association members meetings? That seems unusual - don't most states allow proxies for association meetings?
RichardP13
Posts: 3,836
Posts: 3,836
Posted:
Your answer is the Arizona Non-Profit Corporation Act.
PaaN
Posts: 219
Posts: 219
Posted:
The ? is:
? Are proxies allowed for DIRECTORS at BOARD meetings ?
? Can a director give another director a proxy ?
? Are proxies allowed for DIRECTORS at BOARD meetings ?
? Can a director give another director a proxy ?
GeorgeS21
Posts: 3,705
Posts: 3,705
Posted:
Quick read - to me looks like proxies are allowed by Arizona Non Profit Corporation Act - for both Association meetings and Board meetings ....
Leo - what are you references to believe proxies for either Board or Association meetings are not allowed?
Leo - what are you references to believe proxies for either Board or Association meetings are not allowed?
RichardP13
Posts: 3,836
Posts: 3,836
Posted:
Quote:
Posted By GeorgeS21 on 09/07/2018 12:53 PM
Quick read - to me looks like proxies are allowed by Arizona Non Profit Corporation Act - for both Association meetings and Board meetings ....
Leo - what are you references to believe proxies for either Board or Association meetings are not allowed?
Quick read - to me looks like proxies are allowed by Arizona Non Profit Corporation Act - for both Association meetings and Board meetings ....
Leo - what are you references to believe proxies for either Board or Association meetings are not allowed?
They are NOT allowed for Association (Member) meeting.
GeorgeS21
Posts: 3,705
Posts: 3,705
Posted:
Richard .... did I misread? It looked pretty clearly like proxies were allowed - not mandatory, but allowed if the other governing HOA docs said so ...
RichardP13
Posts: 3,836
Posts: 3,836
Posted:
Its in their Condo and PUD Acts
GeorgeS21
Posts: 3,705
Posts: 3,705
Posted:
I thought earlier you were referencing the Arizona Non Profit Corpoation Act?
I read through and thought it allowed ... spoke specifically to it, actually.
I read through and thought it allowed ... spoke specifically to it, actually.
RichardP13
Posts: 3,836
Posts: 3,836
Posted:
Have to read all the documents and apply them together.
I would like to see the OP post passage from something to verify what he is saying.
I would like to see the OP post passage from something to verify what he is saying.
TimB4
Posts: 20,986
Posts: 20,986
Posted:
Quote:
Posted By GeorgeS21 on 09/07/2018 11:51 AM
Does AZ law say proxies are not allowed for Association members meetings? That seems unusual - don't most states allow proxies for association meetings?
Does AZ law say proxies are not allowed for Association members meetings? That seems unusual - don't most states allow proxies for association meetings?
For General membership meetings, see: AZ 33-1812. Proxies; absentee ballots; definition:
A. Notwithstanding any provision in the community documents, after termination of the period of declarant control, votes allocated to a unit may not be cast pursuant to a proxy. The association shall provide for votes to be cast in person and by absentee ballot and, in addition, the association may provide for voting by some other form of delivery, including the use of e-mail and fax delivery. Notwithstanding section 10-3708 or the provisions of the community documents, any action taken at an annual, regular or special meeting of the members shall comply with all of the following if absentee ballots or ballots provided by some other form of delivery are used:
For Board meetings, see AZ 10-140. Definitions and AZ 10-820 [Board] Meetings
Although these statutes do not prohibit proxies in board meetings, they also do not specifically mention them.
The Corporate statute defines that actions of the Board are "An act of the majority of the directors present at a duly called meeting at which a quorum is present" and specifies that members of the Board may attend meetings electronically.
PaaN
Posts: 219
Posts: 219
Posted:
The Corporate statute defines that actions of the Board are "An act of the majority of the directors present at a duly called meeting at which a quorum is present" and specifies that members of the Board may attend meetings electronically.
KerryL1
Posts: 14,519
Posts: 14,519
Posted:
Since Owners may vote by mail (absentee) in AZ, why would anyone want to vote by proxy!e (I know the OP is taking about the Board and see Tim's citation on that--directors must be present to vote at board meetings)
JudyM9
Posts: 45
Posts: 45
Posted:
Arizona does not allow homeowners to vote by proxy.
Board members are allowed to participate in meetings, including voting, by telephone as long as all parties can hear and speak to one another, so it is unclear why any Board member would need a proxy to represent them unless they planned to be on the moon with no telephone.
Board members are allowed to participate in meetings, including voting, by telephone as long as all parties can hear and speak to one another, so it is unclear why any Board member would need a proxy to represent them unless they planned to be on the moon with no telephone.
GenoS
Posts: 4,262
Posts: 4,262
Posted:
Quote:
Posted By JudyM9 on 09/16/2018 5:37 PM
Arizona does not allow homeowners to vote by proxy.
Board members are allowed to participate in meetings, including voting, by telephone as long as all parties can hear and speak to one another, so it is unclear why any Board member would need a proxy to represent them unless they planned to be on the moon with no telephone.
Arizona does not allow homeowners to vote by proxy.
Board members are allowed to participate in meetings, including voting, by telephone as long as all parties can hear and speak to one another, so it is unclear why any Board member would need a proxy to represent them unless they planned to be on the moon with no telephone.
It's the same in Florida. Directors may not vote by proxy at a Board meeting.
LeoH
Posts: 4
Posts: 4
Posted:
If I knew how to delete this question, I would do so. The comment about the moon is so asinine as to not really deserve a reply. Have you ever heard of being at work?
Please do not respond unless you have a definitive answer. I have read all of the laws before I posted! The laws are not clear.
Please do not respond unless you have a definitive answer. I have read all of the laws before I posted! The laws are not clear.
GeorgeS21
Posts: 3,705
Posts: 3,705
Posted:
Leo,
Sounds like you just need to take the unclear law to court for a precedent setting ruling.
Bye.
Sounds like you just need to take the unclear law to court for a precedent setting ruling.
Bye.
PaaN
Posts: 219
Posts: 219
Posted:
Quote:
Posted By PaaN on 09/08/2018 4:05 AM
The Corporate statute defines that actions of the Board are "An act of the majority of the directors present at a duly called meeting at which a quorum is present" and specifies that members of the Board may attend meetings electronically.
KerryL1
Posts: 14,519
Posts: 14,519
Posted:
Again, Leo, this from Tim & r operated by PaaN is very, very clear:
"The Corporate statute defines that actions of the Board are 'An act of the majority of the directors present at a duly called meeting at which a quorum is present' and specifies that members of the Board may attend meetings electronically."
With very else: just WHAT is it that's confusing?
.
"The Corporate statute defines that actions of the Board are 'An act of the majority of the directors present at a duly called meeting at which a quorum is present' and specifies that members of the Board may attend meetings electronically."
With very else: just WHAT is it that's confusing?
.
RoyalpitA
Posts: 194
Posts: 194
Posted:
Quote:
Posted By KerryL1 on 09/17/2018 1:35 PM
With very else: just WHAT is it that's confusing?
.
With very else: just WHAT is it that's confusing?
.
? huh ?
KerryL1
Posts: 14,519
Posts: 14,519
Posted:
Xcuse my lousy typing, I meant to type, " With everyone else...."
RoyalpitA
Posts: 194
Posts: 194
Posted:
smile ..... it is free
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