💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in

ShantellH (Florida)
Posts: 5
Posted:
I am aware of the wording of FL 720 regarding proxies, however, I can't find anything regarding this scenerio.
If a proxy form comes in and does not designate a specific person to act on the owners behalf, the Secretary becomes the agent. Now, how does Secretary vote those proxies? Does the Secretary vote those proxies how the Board directs him to vote? Or does the Secretary get to vote for whomever he would like? If they got to vote however they want with those blank proxies, then they could pretty much pick the Board members if more blank proxies came in then members. Doesn't seem quite right. Please advise.
SusanW1 (Michigan)
Posts: 5,202
Posted:
Anytime a proxy is "awarded" to another person or entity (the board) then the Member gives up voting selection (unless the proxy designates the HOW TO vote for a particular issue or persons)

That's one reason for Members to get their rearend to a meeting!
GeorgerwilliamsW (Indiana)
Posts: 975
Posted:
If Florida statutes do not speak to this situation directly, the answer is that the Secretary votes the proxies as directed by the board of directors. Absent any direction from the board, the Secretary may vote them as the Secretary sees fit.

As an sidebar, were the proxies nominated in the person serving as Secretary, then s/he would be entitled to vote independent of any directive by the board. There is a difference here between the Secretary as an officer of the corporation, and the person serving in that capacity.
DonnaS (Tennessee)
Posts: 5,671
Posted:

George,
As having seen many Florida association documents, usually whenever a proxy names the Secretary as the proxy holder, it is assigning her the ability to reach the quorum in order to have a valid meeting. Many times there will be votes that the Board has requested the members to vote for, such as increasing a Reserve fund to replace roofs in the near future or to bypass an required audit . I have never seen one for elections of officers. That doesn't mean that it cannot be done.
ShantellH (Florida)
Posts: 5
Posted:
George,

I have found nothing in the FL statues that covers this directly. Do you know where I can find (law) where it says that the secretary must vote those blank proxies how the Board directs her to? Note: the secretaries name was not written in, according to the wording of the proxy it defaults to the secretary if not one is appointed. Thank you.
DonnaS (Tennessee)
Posts: 5,671
Posted:

GEORGE!!!

This is the only reference that the 617:0721 (3) has regarding Proxy use. It is from Florida Not For Profit Corp. Statutes, of which all Fl. HOAS and CONDOS are registered under.

WOULD YOU PLEASE INTERPRET THIS FOR US?

(3) If any corporation, whether for profit or not for profit, is a member of a corporation organized under this act, the chair of the board, president, any vice president, the secretary, or the treasurer of the member corporation, and any such officer or cashier or trust officer of a banking or trust corporation holding such membership, and any like officer of a foreign corporation whether for profit or not for profit, holding membership in a domestic corporation, shall be deemed by the corporation in which membership is held to have the authority to vote on behalf of the member corporation and to execute proxies and written waivers and consents in relation thereto, unless, before a vote is taken or a waiver or consent is acted upon, it is made to appear by a certified copy of the bylaws or resolution of the board of directors or executive committee of the member corporation that such authority does not exist or is vested in some other officer or person. In the absence of such certification, a person executing any such proxies, waivers, or consents or presenting himself or herself at a meeting as one of such officers of a corporate member shall be, for the purposes of this section, conclusively deemed to be duly elected, qualified, and acting as such officer and to be fully authorized. In the case of conflicting representation, the corporate member shall be deemed to be represented by its senior officer, in the order first stated in this subsection.

GeorgerwilliamsW (Indiana)
Posts: 975
Posted:
Quote:
Posted By DonnaS on 01/21/2009 6:05 AM

GEORGE!!!

This is the only reference that the 617:0721 (3) has regarding Proxy use. It is from Florida Not For Profit Corp. Statutes, of which all Fl. HOAS and CONDOS are registered under.

WOULD YOU PLEASE INTERPRET THIS FOR US?

(3) If any corporation, whether for profit or not for profit, is a member of a corporation organized under this act, the chair of the board, president, any vice president, the secretary, or the treasurer of the member corporation, and any such officer or cashier or trust officer of a banking or trust corporation holding such membership, and any like officer of a foreign corporation whether for profit or not for profit, holding membership in a domestic corporation, shall be deemed by the corporation in which membership is held to have the authority to vote on behalf of the member corporation and to execute proxies and written waivers and consents in relation thereto, unless, before a vote is taken or a waiver or consent is acted upon, it is made to appear by a certified copy of the bylaws or resolution of the board of directors or executive committee of the member corporation that such authority does not exist or is vested in some other officer or person. In the absence of such certification, a person executing any such proxies, waivers, or consents or presenting himself or herself at a meeting as one of such officers of a corporate member shall be, for the purposes of this section, conclusively deemed to be duly elected, qualified, and acting as such officer and to be fully authorized. In the case of conflicting representation, the corporate member shall be deemed to be represented by its senior officer, in the order first stated in this subsection.

My interpretation: this is poorly written law, probably written by a lawyer with the express purpose of making it so difficult to understand that one must engage a lawyer to interpret it. Since I have no legal standing in the court system of Florida, nor a particular expertise on Florida statues my opinion is entirely uninformed and personal, meaning it should not be relied upon for any purpose whatsoever.

Nevertheless, as I read this it merely states which corporate officials are authorized to execute a proxy on behalf of the voting corporation.

Further, it deems a proxy signed by a corporate officer to be valid unless there is proper documentation to the contrary.

And should a person show up at a meeting purporting to represent the corporation, the organization holding the meeting can rely upon that assertion for purposes of the meeting without independent verification.
DonnaS (Tennessee)
Posts: 5,671
Posted:


George
EEE GADS! No wonder the system is hard to understand. Thanks for the readers digest breakdown. But the first sentence seems to be the answer for the O.P and that is can the Secretary or proxy holder vote as they see fit?
GeorgerwilliamsW (Indiana)
Posts: 975
Posted:
Quote:
Posted By ShantellH on 01/21/2009 5:48 AM
George,

I have found nothing in the FL statues that covers this directly. Do you know where I can find (law) where it says that the secretary must vote those blank proxies how the Board directs her to? Note: the secretaries name was not written in, according to the wording of the proxy it defaults to the secretary if not one is appointed. Thank you.
I know of no such statute. This is a question of (1) board policy and (2) general and specific powers of the Secretary as limited by a vote of the board of directors itself.

As an officer of the corporation the Secretary is duty bound to abide by decisions of the board. Should the board direct the Secretary (as a corporate officer) to vote the proxies in a particular way, the Secretary (as a corporate officer) is obligated to do so or face removal from office. Any proxy votes cast by the Secretary (as a corporate officer) contrary to the specific directive of the board would be invalid.

If the board has not expressed its will to the Secretary, then the Secretary (as a corporate officer) may exercise discretion and judgment in choosing how to vote those proxies, so long as the Secretary, acting as a corporate officer, does so in the best interests of the corporation.
DonnaS (Tennessee)
Posts: 5,671
Posted:

George,
I am sure that there are many Floridians who Thank You for this simple, in English, interpretation of a most confusing worded Statute. I am going to save it , knowing that this has come up before and it surely will reappear at another time.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

  • ✓ Ask follow-up questions
  • ✓ Share your experience
  • ✓ Get expert advice
  • ✓ Access 350,000 discussions
Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here