Board of Directors - Elections

"Section 2 - Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast in respect to each vacancy, as many votes as they are entitled to exercise under the provision of the declaration. The persons receiving the highest number of votes shall be elected. Cumulative voting is not permitted."

The above is a Section from our By-Laws. We have a five position Board. At the Annual Meeting the 5 Board positions would be voted for. The current Board work together and "pool" all the proxies they obtain. The result of this is that they are able to retain more votes than all the other members put together e.g. 120 members / proxies were present at the last meeting. The Board held 61 votes and thus were able under the above section to vote 61 times for each vacancy. The result was that for each vacancy 61 votes were cast for the incumbent Board member. Does anyone have any ideas how to "break" this stranglehold that has existed for many years?

On another note. Our HOA website was used by the Board to provide a proxy form before the last meeting. The proxy form was made out to a Board member. I complained. The form was replaced - without the Board members name but with a check mark against the Secretary - who oddly enough is the same Board member. Only Board members have access to the website. I have complained that the exclusive use of the website in this way, was unfair, abuse of privilege, and prejudicial to the meeting. Members either had to vote for this Board member, or print the form out then use a type correcting material to alter the form, then put in the name of the person they wish to provide with the proxy. The altered form could then of course be disallowed because it would not be possible to know who and why the form had been altered.

Any views?

Roger

Thank you for your reply.

Unfortunately our By Laws do not limit the duration of the directors period of office. The two dominant members of our Board, a husband and wife, have been in office for over five years. None of the Board have ever been elected by the members of our Association. Quorum rules ( manipulated by these two Board members )and the voting method have prevented this. For many years a quorum has not been achieved resulting in - no quorum - no change - Board continues. I have found, in the past, evidence (prima facie, nothing provable in a court, it's probably not illegal anyway) that some proxies were given but not recorded.

Again, unfortunately, our By Laws do not specify the "make up" of any Nominating Committee. The Board merely nominate whoever is their next friend in line. A "Motion" usually without any meeting taking place, is then passed and a new friend / associate of the husband and wife gets appointed. I have never received a reply to emails, letters etc from any of our Board of Directors. Any requests I have made are not replied to. I have however been investigated by a PI the cost of which was paid for by the HOA, meaning in effect that I contributed to an investigation into myself.

The proxy form was frankly galling, although fully consistent with the standards of our Board. I have complained and asked that the Association's attorney be openly consulted about the legality and prejudicial nature of what was done. The reply from our management company was that the complaint had to be referred to the Board before it could be passed to the attorney. You will readily understand the almost comic situation of having to refer a complaint to the people about whom the complaint is made, in order for the complaint to be looked into. I'm not sure that sentence makes sense but I'm sure you will get the general idea.

The proxy form you illustrate would be excellent but our Board are quite content with our current situation so would never agree to any changes.

Thanks again for your posting.

Roger M

I personally do like the use of proxies only for board elections. Directors who wish to stay in power have the ability to manipulate voting by the use of proxies. The most fair way is to have ballot sent with the proxy form to the homeowners. The ballot is marked for the candidates the owners vote for, then placed in a separate sealed envelope which placed inside the larger envelope with the proxy form. The purpose of the proxy form is primarily to establish a quarum for the election meeting. The sealed envelopes are opened at the meeting by the assigned tellers who will do the counting.In Florida I don't believe proxies are permitted for director elections. Check Florida Statute 718 to confirm the law.

Charlie Tiano