Proxy Hoarding

Started by ArrianeS • 6 replies • 174 views

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ArrianeS (North Carolina)
Posts: 3

Posted:

I live in an HOA community in NC. At our last meeting it was found that the president had collected 20 plus proxies and had is name on all of them as the proxy. The community objected due to the wording of out bylaws. Because they were all thrown out, we did not have quorum and another meeting was set. Now this meeting he changed the verbiage on the proxy sheet to say it appoints the "POA Board of Directors". Previously his name listed on the form. I copied and pasted our bylaws below. From my understanding a member can only vote once. A member or authorized agent can be assigned. Can a proxy list a board as the assignee and can they hold more than one proxy?

4.8. Proxies. Votes may be voted either in person or by one or more agents authorized by a
written proxy executed by the Member or by his duly authorized attorney in fact. No Member shall be
entitled to vote more than one proxy at any one meeting. A proxy is not valid after the expiration of
eleven months from the date of its execution, unless the person executing it specifies therein the length of
time for which it is to continue in force, or limits its use to a particular meeting, but no proxy shall be
valid after ten years from the date of its execution.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By ArrianeS on 03/14/2024 10:06 AM
Can a proxy list a board as the assignee and can they hold more than one proxy?

4.8. Proxies. Votes may be voted either in person or by one or more agents authorized by a
written proxy executed by the Member or by his duly authorized attorney in fact. No Member shall be
entitled to vote more than one proxy at any one meeting.

Googling on the phrase "shall be entitled to vote more than one proxy" turns up several nonprofits (not all HOAs) across the country whose bylaws include this phrase. I studied this for some time and went back and forth until landing where you landed: The purpose of this bylaw statement is to preclude the hoarding of bylaws by any one HOA member.

However in my opinion "Board" and "Member" are not synonymous here. The definitions section of the bylaws and/or Declaration support this, in my opinion. After all, if the "Board" were a "member," then for one thing, the Board could cast its collective vote at every annual meeting's election. The bylaws are clear that the Board cannot cast a vote. Only members can cast a vote, either in person or by proxy or possibly as the bylaws and state law allow, by absentee ballot (including online voting).

For proxy purposes here, the Board is the (executing) member's agent. Since the Board as a whole is a non-Member, the Board can vote as many proxies as are assigned to the Board.

Such is my take, anyway.

Perhaps the best response to too many people assigning proxies to the board is to go out and collect proxies yourselves, perhaps asking people to assign the proxy to an agent who is not a Member, like someone's relative.

Also consider taking steps to amend the bylaws to allow online voting.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By ElleN on 03/14/2024 10:54 AM

Meaning any one HOA member can be assigned no more than one proxy. If she or he has more than one proxy assigned to her or him, then she or he has to pick which one she or he will vote for in person at the annual meeting.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By ElleN on 03/14/2024 10:54 AM
The bylaws are clear that the Board cannot cast a vote.

... except when a Member assigns the board to be the Member's agent at the annual meeting and vote a proxy on behalf of the Member.

ArrianeS (North Carolina)
Posts: 3

Posted:

Yes, That is my plan to assist with encouraging members to show up at the meeting or to ensure the proxy is assigned to someone. thanks for your take on it

ArrianeS (North Carolina)
Posts: 3

Posted:

Yes, That is my plan to assist with encouraging members to show up at the meeting or to ensure the proxy is assigned to someone. thanks for your take on it

CathyA3 (Ohio)
Posts: 6,299

Posted:

It's perfectly fine unless the president is pressuring owners to sign. Many communities can't achieve quorum without the use of proxies. And any candidate for a board position may do this - it's called politics.

In my state we can indeed name the board to cast the votes. Our attorney sat right next to us and guided us through the process one year when we had a vocational dissident on the board who often saw nefarious deeds in normal practices. If homeowners have a problem with this - name an individual to cast your votes! No one is required to name The Board as their proxy even if it's allowed.

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