Adding Proxys

Sally IMO no they can’t be added, if you had enough signatures to trigger a Special Meeting for a recall you don’t need them anyway. You will need them to show up in person or by proxy to meet the quorum for the SM and to vote this person out.

Sally,

Proxies can be used for the special meeting and if you want to collect them when you are meeting with members to sign the recall petition, then that MAY be possible. It would depend upon what your board's policy is on proxies. Although this may not be legal, some boards will only accept the proxy they send out. Actually it would be much better to go back to those members for their proxy once the notice for the special meeting is sent out. For now, just make a list of the names of those members who have expressed a desire to send in a proxy. You want to make certain you get a quorum for the special meeting otherwise all this work is for nothing.

HERE IS THE CCR'S ON THE SUBJECT:

3.08 Quorum. The presence, in person or by proxy, of a majority of the Directors shall constitute a quorum for voting at a Board meeting. When voting is by mail pursuant to Section 3.11, a quorum shall be constituted if the number of votes cast equals at least 51 present of the total votes entitled to be cast. The Board shall have the power to adjourn a meeting even if less than a quorum is present.

3.09 Proxies. A director may vote in person or by proxy. A proxy may be given to any other Director, so long as the proxy is in writing, signed by the Director giving the proxy, and filed with the Secretary. A proxy shall expire on the earlier of (A) the end of the Director's term; or (B) eleven months after the date of the proxy.

Sally,

Your 2 posts came in as I was drafting my earlier reply.

Section 3.08 refers to board meetings - what do the documents say about membership meetings (a special meeting is a meeting of the entire membership, not of the board)?

Similarly, regarding your question about proxies, you need to check the CCRs and by-laws to see if they are prohibited.

Here's the meeting info. we have enough signatures for a special meeting. I just wanted to know if you bring proxys to the meeting can they be used for the removal vote?

3.07 Meetings of the Board.

(a) Turnover Meeting. The Turnover Meeting shall be called by Declarant and held within sixty (60) days after then Turnover Date. Declarant shall give written notice of the time and place of the Turnover Meeting to each Owner who has previously given Declarant written notice setting forth such Owner’s name and address. Declarant's notice shall be given at least 30 days but not more than 60 days prior to the date of the Turnover Meeting. At the Turnover Meeting, the following shall occur:

(i) The Directors selected by Declarant, the President, and the Secretary shall each resign. The Directors selected or elected by the Owners pursuant to Section 3.04 shall conduct their first meeting as a Board;

(ii) The new Board shall elect a President and a Secretary, and ???????????????????

(iii) Declarant shall deliver to the new Board all of the Association's property in Declarant's possession, including without limitation all books and records, funds, tangible personal property, insurance policies, and contracts to which the Association is a party.

(b) Annual Meeting. The Board shall meet annually, within 90 days after the end of each calendar year. At each annual meeting, the Secretary shall present to the Board a report on the financial condition of the Association, including a report of receipts and disbursements for the preceding calendar year and the estimated receipts and expenses for the coming year.

(c) Special Meetings. Special meetings may be called at any time by three Directors. Such meetings shall be scheduled by the Secretary within 30 days after the Secretary's receipt of written requests signed by three or more Directors; provided that is the purpose of a special meeting is to elect a successor Secretary or to consider removal of the Secretary, the meeting may be scheduled by the President or, if the meeting is also for the purpose of electing a successor President or considering the removal of the President by any other director.

(d) Place of Meetings. Meetings of the Board shall be held at such place as may be designated from time to time by the Board.

(e) Notice. The Secretary shall give written notice to each Director of each Board meeting at least ten but not more than 30 days prior to the date set for such meeting, stating the purpose, time, and place of the meeting. Notice shall be sent to the address of each Director as listed on the books of the Association, or to such other address as any Director may designate by written notice to the Secretary. Notice of any meeting may be waived by any Director at any time. No Director who is present at the meeting may object to the adequacy or timeliness of the notice given.

Sally,

Here is the CCR provision you posted:

"3.09 Proxies. A director may vote in person or by proxy. A proxy may be given to any other Director, so long as the proxy is in writing, signed by the Director giving the proxy, and filed with the Secretary. A proxy shall expire on the earlier of (A) the end of the Director's term; or (B) eleven months after the date of the proxy."

IMO, it is very clear in stating the proxy can be used for voting, not just to attain a quorum.

There is no provision in Ohios RC5311 that provides for the removal of a board member. If the procedure is not in your bylaws you are stuck with the board member until the next election. Proxies may be used to appoint someone to represent you in a recall If the state laws allow for the removal of a member of the board.the state law will supersede bylaws of the association.Kyle B

Kyle.
If your state law does not provide for a recall of the Board in HOA's or condos, are there other applicable laws that do describe this action, maybe, a non-profit corporation law?

If state law does not provide for a recall, replacing a Board member at the next election doesn't seem possible in all cases. What if the term for that director is not up for election?

This recall business is not a new innovative process, been used by corporations forever I suspect.

In our condo, we are allowed to also use proxies to count toward quorum. I would think it is really pretty much assumed unless written as forbidden. It just seems it would be hard to count a vote (proxy) in one minute and then say that piece of paper does not constitute an official recognition of a members presence at a meeting, in the next minute. If his vote counts, how can you say he can't be counted as present. If a member shows up at the door signs in, turns around and walks out the door, do you count him towards quorum?

Well Sally,
The eyes of the world will be watching you, I certainly wish you the best.

All things equal, this will get messy, maybe a little, maybe a lot, and you will at times wonder why you ever got involved. So realize that just comes with the territory. Why these HOA are so hard to move or improve is beyond me, they seem to be able to change for the worse overnight, but it takes years to cleanse and install reforms. If you should have the thought about how much patience it took to do a recall, wait till you start to push the train back on the track. Keep the high road, keep the high road.