Creating a Proxy

I do NOT know Florida law.

I can tell you, our BOD designed our proxy. Google "Proxy".

As you know, a proxy is an instrument by which a Member of the Association may authorize someone else (perhaps the Secretary) to vote in their place. Usually, it also counts toward a quorum. This is useful when Members won't attend a meeting, but are willing to have their votes cast in absentia.

It has been mentioned that proxies are usually valid for a specific meeting (perhaps for resets and adjournments/continuances of the meeting and a subsequent 2nd meeting due to lack of quorum on the first try) and time frame; and they can be general (the members vote can be cast for anything, at the Proxy's discretion), limited (can be cast on only certain issues, at the Proxy's discretion) and directed (much like a ballot, the vote must be cast as specified by the Member). In this case, 'proxy' with a small 'p' is the document and 'Proxy' with a capital 'P' is the designated person.

So, if you need a directed Proxy, and if the issue (reducing the reserve floor) can be decided by written ballot without a meeting, then you could just mail a ballot to homeowners.

Anyone is "allowed" to construct a proxy -- your PM directed you to seek legal advice to make sure it is done right. That's always good advice; but as Tracy suggested, you can find examples and templates on-line. Perhaps you can even find one in your Association's records. If this vote is not challenged or strongly opposed, then it probably won't matter if you have a lawyer bullet-proof the proxy or ballot. The most important thing is that the meaning is clear and rules are followed.

For example, if you use a ballot, make sure you provide options for checking YES or NO, not just the one you want people to choose. That may be a requirement of your state's laws or even your Association's governing documents. Make sure whatever you do, that you find and follow the applicable rules in your Bylaws and Declarations/Covenants/CCRs.

If you want to make sure it is done right, you should still get a lawyer to look it over. A lawyer should know what your state's laws require, whereas something on the internet may represent another state or outright ignorance. On the other hand, I think many lawyers charge a lot for not really knowing what they are doing -- effectively for making a client feel confident or just so they can say "on advice of counsel." But once you've done that, then you can at least say you exercised due diligence, if any problems arise later.

All lawyers charge differently; your PM may be able to suggest $350 based on her experience, but you might find one who would look over your proxy for $100 if you shop around. Especially, if you do the work to draft it up, you may be able to find one who will charge so little just to say if anything should be changed.

The proxy form would usually be mailed with the notice for the meeting at which it is to be used.

Here is the text for a general proxy that I constructed to oppose our BoD's proxy at our last Annual Meeting and Director Election:

[c]Please SIGN and Return[/c]
CORPORATE PROXY -- [HOA name]

(Please PRINT your name) _________________________,

resident at (street address) _____________________,
the undersigned homeowner(s) (the “Member”), hereby designate(s) [person's name] (the “Proxy”) as the proxy for the Member with respect to their membership vote in the [HOA name] (the “Association”).
By this designation of proxy, the Member hereby revokes any prior designation of proxy that the Member may have given previously with respect to their membership vote.

This designation of proxy shall be effective for the Annual Meeting of the Members of the Association to be held on [date], at [time] (the “Annual Meeting”), at all adjournments and resets of such Annual Meeting, and for a subsequent second meeting, if necessary, due to lack of a required quorum at the Annual Meeting or due to other failure to conclude a vote on any issue at the Annual Meeting.

The Proxy shall have the full power, as the Member’s substitute, to represent the Member and vote for the Member on all issues, motions, and elections of directors and officers that are presented at the meeting(s) for which this designation of proxy is effective. The Proxy shall have the authority to vote entirely at the discretion of the Proxy.

Date of Signing:___________________________________
Signature: ___________________________________
Address: ___________________________________

Please return as soon as possible to:
[Name]
[Address]
[Phone]

A directed proxy might substitute the stuff about all issues and discretionary authority for a ballot and language that the Proxy shall have vote, as the Member's substitute, on the issue(s) listed, as directed by the Member on this proxy.

Hope this helps. Does anyone see anything that doesn't make sense or should be added?

MEG,

Here is what the Statute says that you are required to use.(unless your governing documents say otherwise)

720:306 (8) (8) PROXY VOTING.--The members have the right, unless otherwise provided in this subsection or in the governing documents, to vote in person or by proxy. To be valid, a proxy must be dated, must state the date, time, and place of the meeting for which it was given, and must be signed by the authorized person who executed the proxy. A proxy is effective only for the specific meeting for which it was originally given, as the meeting may lawfully be adjourned and reconvened from time to time, and automatically expires 90 days after the date of the meeting for which it was originally given. A proxy is revocable at any time at the pleasure of the person who executes it. If the proxy form expressly so provides, any proxy holder may appoint, in writing, a substitute to act in his or her place.

I want to Thank everyone that offered help with this topic.

Thanks again,
Meg