Direct Proxy vs Non-Direct Proxy voting

Sorry for another post on proxies. I've been reading the many posts on this site, very informative.

Our Association by-laws currently allow for voting by Proxy, but the by-law doesn't mention "direct" vs "non-direct", so I assume the default is non-direct. All proxy voting is currently done by "non-direct" proxy. We are a vacation HOA and not all members attend the annual meeting to vote.

Here is the bylaw.

Voting. At any meeting of the Association, the owners shall be entitled to cast one vote for each Condominium Unit owned. Any owner may attend and vote at such meeting in person or by proxy.

I would like propose a by-law change to allow for BOTH "direct" and "non-direct" proxy voting. I think this would encourage more voters that can't attend to send in a "direct" proxy. I actually would like to eliminate "non-direct" proxy voting, but think that would be difficult to pass as it would need the support of many proxy voters who would be reluctant to give up their voting advantage as I refer to it. If the direct proxy by-law change passed then down the road it would be easier to eliminate the non-direct proxy.

Do any associations allow for BOTH "direct" and "non-direct" proxy voting?

And for Associations that allow "direct" proxy voting, how do you handle articles that get amended at the meeting? Do you discard the "direct" proxy vote as the article has been amended?

Thanks.
John

Thanks Steve,

So you think since the wording is vague in our by-law that both "non-direct" and "direct" are allowed already?

I have tried to pass a by-law to allow for electronic voting and it narrowly missed twice. I would love to have electronic voting. The problem we have chaning anything in our current voting by-law is that it requires support of many of the "non-direct" proxy holders and they are reluctant to vote for anything that takes those extra votes away.

I agree 100% that "direct" proxy voting is the better option. I just have to word the article in a manner that it has a chance of passing.

The proper terms would be general proxies and directed proxies.

General proxies appointing someone to cast your vote how they see fit.
Directed proxies appointing someone to cast your vote how you specify.

Most Boards will use a general proxy, likely because they don't realize the option and it's the way it has always been done. Additionally, those type of proxies assigned to the board allows the board to vote how they wish.

If your documents are silent about which type, then the individual may utilize whichever one they desire.

I don't think you need a bylaw change.
I was able to get our board to utilize directed proxy by being on the board and drafting a directed proxy form to send out. The Association then used that form for every meeting after that.

I've attached an example of a directed proxy.

I don't think you need a formal amendment because your bylaws already allow a vote by proxy - simply changing the language of the proxy should be enough to allow homeowners to choose how to use it (directed or non-directed). Ask the association attorney to draft something to that effect. Make sure homeowners know that if they change their minds, they're always welcome to attend the meeting - that'll cancel the proxy and the homeowner will be able to vote however he or she chooses.

Thanks for all the responses.

How do you handle voting articles that get amended at the annual meeting or do you even allow amendments to the articles. Or BOD candidates that declare they are running at the annual meeting? Both of these changes take place AFTER the direct proxy is sent in.

For example, we have an article for a new by-law that limits the number of dogs to 1 per site/condo. The "direct" proxy owner indicates they are in favor of this article. During the annual meeting this article is amended by the owners so that NO dogs are allowed. What happens to the "direct" proxy vote? They indicated they were in favor of the original article to limit dogs to 1 per site, but have no knowledge of the amended article.

Is the direct proxy vote just ignored in cases like this? In this extreme example one would have no idea if they supported a ZERO dog policy.

Thanks
John

Some more info.

We follow Roberts Rules which suggests you don't use proxy voting UNLESS your state laws require proxy voting. NH state law requires proxy voting, but doesn't not make any reference to "general" vs "direct". Seems like we have an issue with both "general" and "direct" in the case of amended articles.

Thanks Tim,

Just looked at your document again. I think you are referring to this statement, right?

I further direct this person to register my vote in the following manner (mark one action for each item – the lack of any marks indicates that my representative may vote on each issue and/or each candidate as they believe is best):

If the proxy is "marked" for an article and that article changes by a floor amendment do you discard the "marked" vote or does it stand for the changed article?

I guess our real issue that meetings conducted by Roberts Rules and any form of proxy don't mix well.

Thanks
JOhn

THanks Tim and others for all the great feedback.

I have a serious uphill battle here. Our Election process is a mess, but it would take a miricle to change it and the voting threshold to change a by-law or our declaration is 2/3s.

Our Declaration states that meetings follow the Roberts Rules format and the NH Condo Act as well as our by-laws state that proxy voting is allowed.

Roberts Rules states the same thing you just did. Proxies and a meeting format that allows amendments should never be allowed together.

Thanks again

Nice work John. Getting an authoritative response in writing and passing that along to your CAM and board members seems like the easiest way to shed light on the appropriateness of directed proxies.

You hit the nail on the head. Most, if not all do not understand proxies. I found out about Directed Proxies by chance on this forum when researching something else.

In NH they passed an HOA law that the proxy form must come from the board, we can't make up our own. The attorney I have been talking to informed me of this. I think because they expect the BOD to add control numbers and implement a process that prevents forgery.

The attorney told me, even if the BOD sends out a non-direct proxy and they will that I can make it a direct proxy by simply adding my choses and they have a fiduciary obligation to honor my selections and ensure they are marked on a ballot.

Thanks

People do get one vote. How they cast it or assign it is up to them. You could beat them at their own game by working with other like thinkers to modify the BOD proxy before submitting. As you said, they must count it.

Updated on this thread from 2 months ago. I'm spitting nails! Also, I am working with an attorney, but looking for advice here.

Here is an email that I received today in response to my request to use a directed proxy<>. The BOD is implying that I am making up the term directed proxy and will void any directed proxy.

As I am typing this I just received a response from a different NH Condo lawyer, the one that I am not paying and he is telling me that the BOD is correct and it is the BOD's decision whether or not to accept directed proxies. This same laywer told me a few weeks ago that it was the law and the BOD had to accept directed proxies. I'm waiting to hear back from the lawyer that I hired, but assume he might have a similar response.

Seems like voter suppression to me, but apparently I have no recourse.

John,

Following further consideration of directed proxies, our Association documents, and legal counsel, the TPP BOD is continuing to provide a general proxy which is included in the Annual Meeting packet mailed to TPP Unit Owners. If a Unit Owner wishes to ensure his/her voting decisions are reflected accurately during the voting process at the 9/17/22 Annual Meeting, it remains the responsibility of the Unit Owner to direct the self-chosen proxy holder accordingly.

The proxy in the packet is only to be used as a general proxy as designed. If a proxy is handed in with more information than it asks for it will be voided.

I hope this helps you understand the proxy form that was provided in the Annual Meeting packet.

Thanks
John Cummings