Proxy for a vote that's not a YES-NO question

Our documents give the board the authority to enact reasonable rules and regulations. The Bylaws reiterate that and adds..., "Such rules and regulations shall be confirmed or amended by a majority of the active members of the Association present at the next annual meeting of the Association."

A general proxy would give the proxyholder the ability to vote to confirm or amend the rules and regulations without any problem. How can something like that be done with a directed (limited) proxy? If you tell your proxyholder to vote "no" on any amendments proposed, you're talling him/her to vote "yes" on the presented rules & regulations as presented (without amendment). If you tell your proxyholder to vote "yes" on the rules & regulations as presented then it's the same thing. You can't know ahead of time what amendments will be proposed by and voted on by the homeowners. What is a proxy giver to do?

The statute FS 720 says, "The members have the right, unless otherwise provided in this subsection or in the governing documents, to vote in person or by proxy." Our Bylaws explicitly give the homowners the right to vote by proxy. How the heck is that supposed to happen on questions that have no clear YES-NO vote?

Ideally we should amend the bylaws to exclude proxy voting on questions regarding the Rules & Regulations. That would work in the future, but how should we handle this right now?

First, the majority of time, the Board has sole ability to create or amend Rules and Regulations, without a vote of the members. Your document, as posted doesn't make a lot of sense. If you have 100 members and quorum for the annual meeting is a majority or 51, only a majority of those present have the ability to confirm or amend proposed rule changes. Let's say 51 proxies are returned, quorum is satisfied and 10 people show up for the meeting. Only 6 are needed to confirm.

Easier way to go about this is amend the documents that changes to the Rules can only happen at the annual meeting, the proposed changes must be mailed to all owners at least 90 days prior for owner comment. Once the board approves the changes a ballot or proxy is created to either confirm, yes, or deny, no. the changes. If approved, changes go into effect 30 days after the final vote is tabulated.

Remember, proxies go to the corporate world. I once for Countrywide/Bank of America with well over 100,000 proxies mailed out each year. I don't think Augustine's suggestion in his last paragraph would work very well.

Personally, I would send a draft of the documents to the membership and ask for comment.
This is where you will have potential amendments. The Board should review the comments and adjust as they see fit.

When we rewrote our architectural guidelines it took over a year to go through the process. However, we allowed everyone to review and comment (the committee, the board, the membership, the attorney). When the vote came, there was no issue as everyone had had their say.

The only problem there is our Bylaws say almost nothing.

"A proxy written and signed by a lot owner can be considered as part of the quorum."

and for owner approval to amend the bylaws themselves,

"... by the affirmative vote of the majority of Members who are voting in person or by proxy at a meeting of the Members"

Those are the ONLY two instances of the word "proxy" (or "proxies" for that matter) in the bylaws. There are no election rules or procedures anywhere and Florida law is no help when it comes to HOAs. Voting in a condo election is strictly controlled in the condo statute but the HOA statute leaves it wide open by saying 'do what your bylaws say'. Our bylaws say nothing.

I'm going to throw this in the entire board's lap and suggest they run it by the attorney. I don't want my name associatied with this at all should any problems or disputes arise.