Proxy Access

Started by NancyZ1 • 5 replies • 192 views

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NancyZ1 (Hawaii)
Posts: 5

Posted:

The bylaws of the POA where I live state that any meeting held without objection be valid for all purposes and that general business and corporate action may be taken. The board sent out proxy forms for our annual member meeting. It appears someone on the board has tallied the proxies since they announced they have a quorum for the upcoming meeting. I asked, in writing, to view the proxies prior to the meeting. There is nothing in the law or our bylaws that disallows member access to the proxy forms. If they announce a quorum at the meeting and no one objects, they have the right to conduct business. Without allowing member access to the proxies before the meeting, there is no member oversight. They refuse to allow me to see the proxy forms due to some unspecified concern about "impropriety." I am not asking to be alone with the forms. They've already tallied the forms. What impropriety? How can I object based on quorum if I can't see the proxy forms to confirm they really have a quorum? This really concerns me.

TimB4 (Tennessee)
Posts: 21,062

Posted:

You should have a sign-in sheet at the meeting.

Those who hold the proxies, should sign-in for that member and indicate that they are a proxy representative.

However, based on your posting, it appears that this might not be happening at your general membership meetings.

Proxies would be part of the Association records and should be kept along with the minutes, proof of notice, ballots and tally sheet for all general membership meetings.
An argument could be made that the proxies are not official records until the meeting (I disagree with the argument but I can see how it could be made).

My suggestion, at the meeting question the quorum count. Ask how many lots/units are represented in person and how many by proxy. Ask if the proxy forms can be produced for verification.
It's harder for the board to refuse when asked in front of the membership.

NOTE: I have no idea what business is being done at the meeting. You should be aware that most corporate statutes specify that if a quorum does not exist, business may not be conducted and those who are currently on the board would remain on the board unless they resign.

NancyZ1 (Hawaii)
Posts: 5

Posted:

Thank you, Tim, for your perspective. When I became a board member, I discovered that previous boards/presidents had announced they had a quorum at the annual member meeting even when it wasn't true. They claimed, per the covenant quoted in my original post, that any annual membership meeting held without objection was considered valid for all purposes. I checked with the attorney for the association at the time, and he confirmed the claim. There is nothing in the Hawaii Revised Statutes that govern "planned community associations" that address quorums which means we default to the bylaws. I served as board president for 10+ years and never lied about annual meeting quorum. Now there is a new group of owners on the board. The only way to contest any action taken at the annual meeting is to object to the holding of the meeting. I've done this before, and it made me a pariah. I was hoping the board would allow me to inspect the proxy forms ahead of time to avoid unnecessary fuss. Our meeting is tomorrow. It'll be interesting. I think I will demand to know how many proxies were received and how many are held by the board.

NancyZ1 (Hawaii)
Posts: 5

Posted:

FYI...The standard business done at our annual membership meeting is: (1) approval of minutes from the last annual meeting, (2) election of board members, (3) approval of budget [which they didn't bother to send to owners as required], (4) approval to allocate unspent/unused funds from previous years for use in the new year. It's rather annoying they didn't send financials letting us know how they spent our funds last year or how they plan to use our funds in the upcoming year, but they want our proxy. I am shocked that I am the only owner that pointed out they failed to send the required financial statements. Why would I give them my proxy under these conditions. Of course I will request access to the proxies after the meeting, but as I said, it's a little late once the meeting's been held.

TimB4 (Tennessee)
Posts: 21,062

Posted:

If incorporated, most associations are - but check to be sure, you would most likely be covered under Hawaii Nonprofit Corporation Act, 414D.

Per corporate statute, §414D-112:

a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.

NancyZ1 (Hawaii)
Posts: 5

Posted:

Wow....I didn't even think to look at the nonprofit statutes. You opened a whole new world I hadn't considered. We definitely are nonprofit and file accordingly each year. Mahalo!

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