Proxy validity?

LaskaS (Texas)
Posts: 1,025

Posted:

The adjourned annual owner meeting and board election is March 16th.

The proxy attached to the new announcement for the adjourned meeting has the new date of the meeting AND has the clause(good for specified date and any adjourned meeting thereof.).
The original announcement and proxy sent to owners prior to the scheduled annual meeting feb 16 did not have this clause.

Last year, this exact issue came up and the board was informed that the original proxies sent out would not be valid and the board had to send out new proxies with the updated wording and dates.

The announcement for the adjourned meeting emailed and mailed to all owners includes the following..

"If you previously submitted your directed proxy for the February 16, 2022 meeting then you need NOT send in an additional directed proxy."

additionally

"Please make every effort to attend or return your directed proxy by 5:00 p.m. on March 15, 2022. Should you have any questions, please contact me at (713)xxxxxxxxx or via email .

Does "submitted" as used in the notice for the adjourned meeting mean submitted prior to the originally scheduled meeting? What if an owner signed and gave their proxy to a proxy holder of their choice. Over half the proxies I have collected are the original proxy sent out. I did not submit any of the proxies i have at the originally scheduled annaul meeting because no quorum was met and thus no election occurred. I'm concerned the current board or managing agent is going to not accept the proxies filled out on the original proxy with the original meeting date.
When I asked the property manager(board member), he wouldn't give me a straight answer. I have since created another proxy that has all the required information and has the new adjourned meeting date.

I'm concerned the managing agent will attempt to invalidate some of the proxies I've collected becasue they don't contain the "and any adjourned date thereof" clause. I will try and go back to the proxies i have on the original proxy and get a new one signed. However, some of the proxies I have are not from resident owners and they don't live close by.

I plan on presenting all of the proxies I've collected at the adjourned annual meeting which I will attend.

LaskaS (Texas)
Posts: 1,025

Posted:

oops, my question is. If the managing agent sent a notice that says if you already submitted a proxy, you don't have to submit another.

Can he refuse to count proxies that were previously signed by owners and given to the proxy holder. I valid arguement could be made that "submitted" is vague. Owners who signed and gave their proxy to a proxy holder can reasonably consider their proxy submitted. Am i wrong?

The new notice does not explain that if an owner filled out a proxy and gave it to a proxy holder this will not be counted unless a new proxy is signed.

I believe he intentionally was vague in the new notice, most of the proxies that were submitted to him via mail are for the incumbents. So he has an interest in letting those stand .

MelissaP1 (Alabama)
Posts: 13,836

Posted:

So when or if you lose your election you want to keep blaming others for it? You keep forgetting or not getting the FACT that these "crooked people" whom are doing all these things wrong will be called "co-workers" one day. I would stop pissing in the pool you swimming in.

Former HOA President

ThomasP13 (Ohio)
Posts: 87

Posted:

Quote:

Posted By MelissaP1 on 03/12/2022 12:18 PM
I would stop pissing in the pool you swimming in.

HHmmmm......

ThomasP13 (Ohio)
Posts: 87

Posted:

It seems the legal question you seek an answer to is,

Are proxies for an Annual Meeting of the Owners specific to the date that the original notice identified for that meeting, and as the meeting did not occur, have now expired and are worthless, or, are those proxies still valid for the Annual Meeting, whenever it actually occurs?

Is that correct?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Typically a well prepared Proxy will say how long it is valid. Barring that, turn to your State's Article of Incorporation for an answer. Some States will say a Proxy is valid for one year.

BillH10 (Texas)
Posts: 1,217

Posted:

Laska, a question.

How do you know this:

"most of the proxies that were submitted to him via mail are for the incumbents."

LaskaS (Texas)
Posts: 1,025

Posted:

thomas yes that is exactly what i am asking.

with the caveat.. there was a notice sent out that informed owners that if you previously submitted a proxy, you don't have to fill out another one. even if the the date as incorrect.

However,the notice did not say , anything about proxies previously filled out and given to the proxy holder.

AugustinD
Posts: 3,698

Posted:

From Texas statute BO 22 (nonprofit corporation act):

Unless otherwise provided by the proxy, a proxy is revocable and expires 11 months after the date of its execution. A proxy may not be irrevocable for longer than 11 months.

AugustinD
Posts: 3,698

Posted:

Also, if an owner accidentally submits two proxies for one unit, the proxy with the more recent date on it prevails.

LaskaS (Texas)
Posts: 1,025

Posted:

bill. Thank you for asking this, I don't know for a fact that they are mostly for the existing board. That is my hunch based on a few circumstantial comments made. Historically, the contested elections that have taken place, proxies signed by owners who support the incumbents are submitted to the managing agent. proxies that support the candidates running against an incumbent are signed and handed to one of the candidates they support.

ThomasP13 (Ohio)
Posts: 87

Posted:

Quote:

Posted By LaskaS on 03/12/2022 2:32 PM
thomas yes that is exactly what i am asking.

with the caveat.. there was a notice sent out that informed owners that if you previously submitted a proxy, you don't have to fill out another one. even if the the date as incorrect.

However,the notice did not say , anything about proxies previously filled out and given to the proxy holder.

Don't muddy the answer to the question. Forget the notice; that doesn't determine the answer, and it may be asserting something that is incorrect.

You need to determine whether any or all of the previous proxies are still valid, and if the possibility exists that any of the proxies are still valid, why they are still valid. Is it state law that makes them still valid? Is it the language on any given proxy that makes it still valid? And, if no proxy is still valid, then you have to account for that, too, in deciding how to proceed.

Personally, and this is just me not living in Texas, I would go to everyone I had in my camp who I got to submit a proxy and have them submit a new one that stated the new proxy revokes the old one, and this time, include whatever language is needed to be sure the new proxy is for the Annual Meeting in question, regardless of when it's actually held. And, I would be well-informed about all proxy requirements so I could challenge proxies for the meeting not held, assuming any may not be valid now.

LaskaS (Texas)
Posts: 1,025

Posted:

augustine, yes I found that clause also. However, I believe that references a general proxy. these proxies are directed proxies.

the reason I'm suspicious is because this issue came up last year. even though hit wasn't a contested election. the managing agent notified the board that the proxies that are specific to a certain date and vote are only good for that date and vote. unless there is a clause something like "and any and all adjourned meetings thereof"

This year, the original proxy did not contain that clause, (probably an oversight) the adjourned meeting announcement and accompanying proxy do include the clause. However, the notice that previously submitted proxies don't need to be resubmitted is vague. Does it mean proxies submitted to his office only. I would say that an owner who reads the second notice would reasonably interpret the statement as meaning the proxy he already signed and gave to a proxy holder is submitted.

Focusing on contacting owners i haven't already reached is a better use of my time .

If we lose, I will accept that.

the thing is. Of the people that I have actually talked to in person.. 8 of the 10 signed the proxy. But without the official email list of owners or phone numbers. I don't have a way of contacting many of the non resident owners. The current acting property manager who is a board member provided that list to another board member and also forwarded the negative email to all members on the email list.

If i do not have a way of providing my own information. I'm basically fighting an uphill battle.

LaskaS (Texas)
Posts: 1,025

Posted:

thomas, i can answer for sure that no language on the original proxy states that the proxy is applicable to adjourned meetings.

Augustine gave information saying proxies are good for 11 months. But I seem to recall that applies to a general proxy. If it's a directed proxy, for a specific vote, with a specified date, does the 11 month window apply?

LaskaS (Texas)
Posts: 1,025

Posted:

thomas, that is what I have been doing, to the best of my ability. However, Some of the proxies I have are from owners who came to a town hall meeting I called. They aren't residents and I don't have their phone numbers.

additionally, here is the question of law. do proxies submitted to the managing agent for the original vote count towards the adjourned meeting because they were submitted to him, even though they don't contain the required language. His second notice states has the following statement..

"If you previously submitted your directed proxy for the February 16, 2022 meeting then you need NOT send in an additional directed proxy."

this seems to imply that the proxies he has already collected are going to be counted. If this is a discretionary decision, then obviously the board can do what it wants. however, based on the expense and time spent last year and this year sending out new proxies with changed language, the above statement seems to contradict what the board was told previously.

LaskaS (Texas)
Posts: 1,025

Posted:

Thomas, does a candidate have a right to challenge a proxy at the actual meeting? I know an owner can challenge election results. and pay for a recount. But i don't know if i have any standing to challenge a proxy that is being counted for not having the proper language regarding adjourned meetings.

AugustinD
Posts: 3,698

Posted:

BO 22 does not address general or directed proxies.

I think you have all the information you need to figure out whether such-and-such proxy here is still valid.

In short, if the proxy says it is good only for such-and-such meeting on such-and-such date, then BO 22's clause still applies, but per the qualification in the BO 22 clause, the proxy is only good for the meeting and date listed.

ThomasP13 (Ohio)
Posts: 87

Posted:

Quote:

Posted By LaskaS on 03/12/2022 3:13 PM
thomas, that is what I have been doing, to the best of my ability. However, Some of the proxies I have are from owners who came to a town hall meeting I called. They aren't residents and I don't have their phone numbers.

additionally, here is the question of law. do proxies submitted to the managing agent for the original vote count towards the adjourned meeting because they were submitted to him, even though they don't contain the required language. His second notice states has the following statement..

"If you previously submitted your directed proxy for the February 16, 2022 meeting then you need NOT send in an additional directed proxy."

this seems to imply that the proxies he has already collected are going to be counted. If this is a discretionary decision, then obviously the board can do what it wants. however, based on the expense and time spent last year and this year sending out new proxies with changed language, the above statement seems to contradict what the board was told previously.

So, you had people attend a meeting you organized, and then didn't collect their contact information? That's the kind of unforced error organizers can't afford.

It doesn't matter who is holding the proxies; what matters is the authorization language on them, or whether Texas law makes them valid regardless of the language, or some combination of that.

Now, to be sure, it's quite possible that in spite of any given proxy being invalid the person running the election doesn't know/doesn't care and counts it, but his counting it doesn't define whether it's a legally executed proxy.

I can't imagine that a candidate for a Board election doesn't have the right to challenge the validity of a proxy, but that, again, is a question of Texas law. And, you have the issue of what to do when you challenge a proxy and, while your challenge would reasonably be considered valid, it's denied by the ballot counter, allowing the proxy to be counted in the announced results.

As a practical matter, you face a generally disengaged Association that's been told the official results and has already moved on, so unless you know going into the election that your proxies and voters are a majority and they'll raise a major stink if the announced results don't reflect that, you face a major uphill battle where you would not only have to hire your own lawyer and sue your Association, you'd have to hope whoever has all the election materials doesn't 'accidently' include them in the to-be-shredded box. And then you'd have to find a court that accepts the argument your attorney makes over and HOA holding an election. And even then, the most likely relief would be - wait for it - another election.

LaskaS (Texas)
Posts: 1,025

Posted:

Thomas, thanks for the harsh reality.

This is ridiculous.

Ok so i will make sure and get every single one of the original proxies resigned by the owners in question.

If the managing agent is going to count the proxies he received before the originally called annual meeting, even though they don't have language that permits them to be utilized at a future meeting for the same purpose, then all proxies that are only missing the language required to make the proxy valid at a later meeting.

What his email says is that all of the proxies he received will be counted. even if they don't have the right language or date. I asked if proxies that were not turned in but were signed and dated prior to the original meeting date would also be counted. I received no answer. This is a common tactic, I won't get an answer until it's too late to do anything about it. Intentional obstruction to ensure unauthorized actions are reversed.

So basically, Unless i have enough proxies to win by a landslide,I can't win.

I was not given the official email list, while the office manager/board member and another board memvber have used it repeatedly to communicate with all owners.

The email list I have is not complete. I have no way of knowing whether my emails are getting to the association owner.

If we do win, despite all the roadblocks put up, we still only have 4 seats. I think the only way to get anything done is to call a meeting , with due notice. and likely 2 of the 5 absentee board members won't bother to show up. As long as we have a quorum, I'm going then make a motion to change who contacts the attorney on behalf of the association.
I'm going to make a motion to remove the current president and elect a new president.

I'm pretty sure as long as we do have a quorum and it's a duly called meeting , then a majority of the board members present can make decisions and approve action . To revoke any of those properly passed motions takes 2/3rd vote, and the absentte board members don't have 2/3rds

We will also start actively interviewing for a professional licensed property manager.

We will also start getting proposals from alternative accounting companies.

We will also implement some kind of maintenance schedule for the entire property that will be centralized and that can be easily accessed by any board member or owner(if it has to do with their unit)

I just thought of something, there is no way the current board member/ property manager is going to hand over the association computer and provide the passwords for the email account. There is too much incriminating evidence .

LaskaS (Texas)
Posts: 1,025

Posted:

Thomas, thanks for the harsh reality.

This is ridiculous.

Ok so i will make sure and get every single one of the original proxies resigned by the owners in question.

If the managing agent is going to count the proxies he received before the originally called annual meeting, even though they don't have language that permits them to be utilized at a future meeting for the same purpose, then all proxies that are only missing the language required to make the proxy valid at a later meeting.

What his email says is that all of the proxies he received will be counted. even if they don't have the right language or date. I asked if proxies that were not turned in but were signed and dated prior to the original meeting date would also be counted. I received no answer. This is a common tactic, I won't get an answer until it's too late to do anything about it. Intentional obstruction to ensure unauthorized actions are reversed.

So basically, Unless i have enough proxies to win by a landslide,I can't win.

I was not given the official email list, while the office manager/board member and another board memvber have used it repeatedly to communicate with all owners.

The email list I have is not complete. I have no way of knowing whether my emails are getting to the association owner.

If we do win, despite all the roadblocks put up, we still only have 4 seats. I think the only way to get anything done is to call a meeting , with due notice. and likely 2 of the 5 absentee board members won't bother to show up. As long as we have a quorum, I'm going then make a motion to change who contacts the attorney on behalf of the association.
I'm going to make a motion to remove the current president and elect a new president.

I'm pretty sure as long as we do have a quorum and it's a duly called meeting , then a majority of the board members present can make decisions and approve action . To revoke any of those properly passed motions takes 2/3rd vote, and the absentte board members don't have 2/3rds

We will also start actively interviewing for a professional licensed property manager.

We will also start getting proposals from alternative accounting companies.

We will also implement some kind of maintenance schedule for the entire property that will be centralized and that can be easily accessed by any board member or owner(if it has to do with their unit)

I just thought of something, there is no way the current board member/ property manager is going to hand over the association computer and provide the passwords for the email account. There is too much incriminating evidence . have any of you experienced a transition from one board to another where the previous board wouldn't give access to the association records and email accounts.?