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  1. The Bylaws of the Community HOA where we live state that member voting may be made in person, or by Proxy (See below) Bylaws: At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing, dated, and filed with the Secretary before the appointed time of each meeting. When membership meeting notices are sent to homeowners, the instructions on the Proxy Statement always contain the following statement: Such proxy is authorized to vote in his or her discretion on any matter properly brought before the meeting for which the undersigned has given no directions as to the manner of casting the undersigned’s vote My question relates to the "for which the undersigned has given no directions" part of the statement. That part of the statement can provide the opportunity for any homeowner, or the Board of Directors, to cast more than one vote on any issue before the Membership Body. Question: Would it be in order to make a motion to request that the teller of the votes state the number of 'affirmative' and 'negative' Proxy votes when the results of the vote count is given? And, if in order, when should the motion be made? Before the question at issue is put to the assembly?
  2. It may be obvious but I’m looking for something to support challenging the following. Our Association will hold the Annual Homeowners Meeting very soon. A current Board member is up for re-election at this meeting. However, this same Board member has been going to homeowners to solicit their Proxy forms. These Proxies will be given to the Association Secretary and she will cast votes for this Board member to be re-elected. To complicate this further, there is someone else who will be running however, the individuals who have already gave their Proxy don’t know this. I’m looking for recommendations on how to challenge this inappropriate activity.
  3. Guest

    Proxy - page 2 blank

    We recently had an election where a proxy was turned in with the front page complete (Owner name, address, signature) but the 2nd page was left blank. In California, page 2 has the voting instructions. List of candidates or vote at proxyholder's discretion. The proxy was not accepted and handed back to proxyholder. Proxygiver was contacted shortly thereafter and page 2 was then completed. The proxy was presented again and rejected again. There seem to be no clear procedure for this situation. Does anyone know of specific protocol for handling a proxy presented this way. Should it count toward quorum?
  4. Aloha e kakou, Aloha to all of us! Our Home Owners Association recently held its annual owners meeting. The meeting met its quorum threshold, using proxies. The presiding officer was not the usual Board of Directors President but rather a Parliamentarian routinely hired by the management company to conduct these meetings. At this meeting, the proxy of one of the board directors was present, as was the director. There were no votes taken, election was by acclamation, so there was no harm, nor foul during the official business portion of the meeting. After the meeting closed, there was an informal Owners Forum where owners were allowed to speak their minds on a variety of topics. The director's proxy spoke at one point and the Parliamentarian realized that he was not an owner and questioned his participation. The director then spoke up and said "That's OK, he's my proxy and renovation contractor," and the Parliamentarian allowed the proxy to speak. It didn't affect official business, but I found it strange that the proxy and the proxy assignor were both at the owners meeting. Questions: If an owner, or group member, assigns a proxy but then the owner, or member, attends the meeting, can the proxy also attend? Doesn't that run the risk of double voting? Wouldn't the attendance of the proxy assignor nullify or exclude the attendance of the proxy? At monthly board meetings, this board will not allow renters, owners' family, even Power of Attorney holders to attend; only owners may attend, and others only with special permission from the board. I believe that this standard also applies to annual owners meetings in that only owners or their proxies may attend. While state law and the Association Bylaws allow assignment of proxies for meetings to establish a quorum and to vote, both are silent on whether or not both the proxy assignor and proxy may attend the same meeting at the same time. Any thoughts? FYI, if these issues were addressed in our Bylaws, Declaration, or state laws, I would not have joined this forum. Thank you for your assistance.
  5. Guest

    Proxy

    Can a proxy count toward a quorum? For example, if 6 is a quorum and you have 5 present and one has a proxy from an absent member does that constitute a quorum?
  6. I live in an HOA community where the use of proxies has been abused. Any help you can offer is appreciated. I apologize in advance for the length of this message. A small group of owners (4-6) decided they don’t like 2 members of the current Board. The style is different and I believe uncovering problems of the past has bruised ego’s (e.g. not having the required financial audit for at least 5yrs). This band of angry women (former Board members) used guerilla warfare. Under the guise of requesting signatures to call a Special Meeting to discuss “Misconduct” and “Financial Misconduct” of the board, they acquired proxies for about 1/3 of the ~450 household community. Many folks did not read the details of what seemed to be a “petition”, and when they realized they were signing a proxy for the rest of the year, they rescinded. Some have denied they signed a proxy, though their name is clearly on one. The rest have ignored any additional comments at meetings or via electronic notification. So, the proxies were obtained under false pretense – the purpose of the proxy/petition, and the “causes” claimed verbally and in a handout given at the time the "proxies" were obtained, which are proven false in most cases. The problem is, “The Group” as they call themselves, have enough proxies to call a Special Meeting and remove the entire Board – as they claim they will do. They also have enough proxies to vote into a new Board, whomever they chose. At this point, the angry mob of 4-6 women can control the HOA. Appeals to HOA attorney #1 have fallen on deaf ears. He states repeatedly, that in NC Board members can be removed with or without cause. (No acknowledgement of how the proxies were obtained, no need for a “Trial”.) Appeal to HOA attorney #2 resulted in him reviewing general meeting protocol and stating the “majority vote” needed for Removal of the Board refers to those attending the Special Meeting (in person or via proxy), and not the majority of the entire membership. Our By-Laws does not state a majority vote of "the entire" membership, or "all" the membership. Most people in our ~450 home community don’t care what happens as long as their dues are low. The current Board was slow to respond to the false allegations, believing good works would speak for themselves. But, the harassment and haranguing, the intimidation, the disruption at meetings has moved them to seek private counsel for protection, and they finally issued a rebuttal to allegations. HOA members see the in-fighting and are disgusted. Therefore it is reasonable to assume 4-6 women holding proxies for nearly 1/3 the membership will rule-the-roost. They will attend a Special Meeting and cast their votes. They will be the majority vote at the meeting.I hate the bully tactic. I attempt to call out the bullies with rebuttals and facts. That is seen as argumentative by many. I last posted a question on our Facebook page in an attempt to bring awareness to the masses. I wrote: “Has anyone seen an announcement or request for new Board member nominations? Will the entire HOA population be asked for nominations of Board members? If the entire xxx Board is removed at a Special Meeting as desired (not the Annual Meeting), who selects the new Board members?” The reply was from a classic bully I had a tough interchange with the day before on a particular FB page. She replied on a related, but separate FB page (the bullies created their own “community” page – another divisive move): “I nominate Wylie Coyote and The Roadrunner - you don't have to live in the neighborhood to serve on the board.” This was not merely a sarcastic reply to a serious question - it was a message she will do as she pleases and has the votes to do so. Is there anything in RONR that can help control this abuse of proxy use?
  7. Can a Board member up for election carry a proxy for his/her own election?
  8. I had a member ask if he could give someone his proxy for the election at our Annual Business meeting since he will not be able to attend. The only part of the bylaws that list proxy voting is when proposing an amendment to the bylaws. The election section state the candidate receiving the most votes shall be elected. Historically, I've never seen anyone use the proxy voting method so I'm not sure how it works. Can he proxy for the election and would that mean it would count as part of the quorum? Also, does he need to specify what his proxy would count towards or does it give the other person the right to use his proxy for all voting at that meeting? I don't want to tell him the wrong thing. I'm a little confused and would like your opinions to help me make a more informed decision. The internet can only give you so much when your not sure what you are looking for. Our bylaws are definitely i need of a professional's touch. We are in the process of looking for a Professional Parliamentarian to help us. I have attached the sections about voting from our bylaws for your review if needed. Thank you LCCPAAA Bylaws - Voting Sections Only.pdf
  9. For many reasons, members of our organization requested a review of the election documents after a new election. During the review, it was found that Board members, in disregard of state law, used proxy votes that they were not entitled to use (which also enhanced their own reelection chances), and that other members of the organization were unaware that proxies assigned to them were either invalidated without cause or simply ignored, thus depriving those members of the use of the ballots associated with those proxies. In response to what the review revealed, this is what the election management company said, “There are two attachments [recount documents]: The ‘Accepted’ results [sic] that were announced on election night and signed off on by the Chair and Tellers. And the ‘Recalculated’ results that are the net sum of all of the counts done since that night. Robert’s Rules says that the ‘Accepted’ results are the final word because they were announced and ratified at the ANNUAL Meeting.” According to various emails, it appears that besides the recount done by members of the organization, there were as many as eight more recounts done by the management company until they came to their final “Recalculated” results. I was one of two tellers and did not having access to the proxy assignments, and thus, did not know of those improprieties. If things had been done properly, the election results would be different. Is the Board correct? Are the “Accepted” results the final word?
  10. Guest

    Proxy Voting

    I hold several general proxies from members of my HOA who live out of state. There will be a meeting next month when I will be unable to attend. The proxy contains no language, one way or the other regarding substitution. MAY I GIVE MY PROXY VOTING RIGHTS TO ANOTHER HOA MEMBER IN GOOD STANDING, FOR ONE TIME, TO VOTE IN MY ABSENCE?
  11. I've always been under the impression that if a procedural mistake is made during a meeting but no one objects at the time, the result is still considered valid, even if the mistake is discovered after the meeting is over. Is this true, or would the item need to be revisited somehow at a subsequent meeting? A specific example would be if at the beginning of a meeting the chair was informed by the credentials committee that there was a quorum present, but after the meeting it was challenged that some of the delegates had been counted incorrectly (perhaps they did not have the proper proxy form) and that there really had not been a quorum present. If it was found (again, after the meeting) that the challenge had merit, would this invalidate the business conducted at the meeting? If so, what recourse does the chair have to ratify the business?
  12. Our HOA is having the annual meeting and sent out the required meeting notice with a proxy form, a ballot form, bios of all candidates who wanted to be on the nominee slate for the open BOD positions. Several weeks after the forms were sent out, 3 nominees rescinded their names for 3 of the 4 open the positions. Subsequently, 1 of those individuals changed their mind and said 'put me back on the nominee slate'. To complicate the scenario, a small group of members within the HOA have filed a lawsuit against the HOA members/BOD. One (of many) points of contention within the HOA has been the use of proxies and ballots for voting. It seems likely the 'nominee confusion' is an attempt to have nominations from the floor occur. The small group of disgruntled HOA members do not like the current board members, nor the current by-laws, nor many aspects of Roberts Rules of Order, nor several sections of NC Statutes and Codes - 47F North Carolina Planned Community Act. It's been a very contentious few years and the lawsuit is not resolved. The question is, how can any of the submitted proxy and/or ballot forms be used if the candidates to be considered for the open BOD positions have changed so frequently? Any suggestions?
  13. Welcome to the modern world, I guess... Our by-laws exclude proxy voting. They also provide procedure on telephonic or remote attendence, provided that the remote person can be heard and hear so as to interact, with the intent of the remote person(s) attending as if they were there in person. The question came up yesterday wherein during a Q&A session with our manager, a member of the board leapt up and shouted that another board member had texted a statement for the manager. I objected to this as a violation of ban on proxies, and the response that came back was that it wasn't a vote. I continued to object on the violation of the remote meeting provisions, since the board member had not participated and had not been listening in, which was borne out by the first member admitting that there were no questions in the text message, just a statement only in part related to the Q&A session purposes. Was I correct in my objections? If you were chair, how would you have ruled?
  14. We have an upcoming meeting of our board. This meeting occurs yearly. These meetings are held in person. We have a board member that cannot attend the meeting but wants to be able to vote on items that we will vote on during meeting via video chat. Our bylaws do not allow for proxy voting (although that is not what is being requested). The only thing that we have in our documents about these types of meetings is in the application for positions that state that there is an expectation that there will be travel involved while serving as board member and included in list of events is this specific meeting. The chair of the board has told this member that they will not be allowed to vote as they will not be physically present. The board member is wanting to challenge the chair's decision to the executive committee. The EC has very specific job descriptions and reviewing these requests is not among the responsibilities. Can the chair just tell the member no? Can the member appeal the chair's decision to the full board?
  15. We are entertaining the idea of having proxies stand in for members who are absent......Someone on the board said the proxy could be anyone in the membership, others say it should be someone already on the board. Some say it is not permissable under Robert's rules. I cannot take a chance in opening a can of worms because of the difficult one on the board.. I would rather have the absent committee chair appoint an assistant who would attend the Board meeting, We have done this in the past with no problem. The bylaws state that "each committee shall be represented at board meetings." Perhaps we should ask each committee chair to have an assistant and put that in the bylaws. What do you think?
  16. Guest

    No Proxy Vote

    Our bylaws have a simple "There shall be no proxy voting/There shall be no voting by proxy" rule. There has been quite a few debates as whether this rule applies to committee vice chairs whose responsibilities also note that he/she, In the temporary absence of the Chair from a meeting, the Vice Chair shall serve as acting presiding officer. Please share your interpretations of this ruling.
  17. Our bylaws provide for proxy votes to be given ONLY to a member who resides in the same district. All voting members MUST reside in the district which they represent. The Chairman has issued a Call which includes a proxy form. The proxy form designates the Chairman as the first option for assignation of proxy, citing his ex officio status as a member of all district organizations. Can the Chairman do that? Can those proxies be challenged?
  18. Guest

    Proxies towards quorum

    Are proxies counted towards establishing a quorum?
  19. Greetings, We are a condominium association in Oregon. All unit owners make up our membership, and we have a board of directors for regular monthly meetings. Every April, we have an annual meeting of all members, at which we vote in new Directors and other business (and eat dinner!). Our bylaws state that we must have, whether present or by proxy, 50% of our general members in order to have a quorum, and that a vote requires 50% of all members (not just 50% of those in attendance) to pass. In our annual meeting last month, we had 57%, so we had a quorum. The meeting notice included an item of business, which I'll just call the "IRS Resolution," and the proxy ballots provided a place to indicate Yes or No for this vote, although nowhere did it provide specifics of what the resolution was. As a result of this omission, many of the members who returned proxy ballots simply did not vote either way for the IRS Resolution (ie abstention). During the annual meeting, therefore, only 47% of the members voted for (or against) the resolution, and it failed. Here's where this gets interesting, at least to my point of view. This IRS resolution is tax-related, and something of a "no-brainer", meaning everyone should have wanted it to pass. The entire room was shocked. We were trying to figure out whether we could run it through another ballot vote, but our pre-prepared ballots didn't include the IRS Resolution after the first ballot cycle, having assumed the question would be settled easily. One of our members, a retired lawyer and armchair parliamentarian, rose and addressed the chair: "I move to adopt the resolution by unanimous consent." And so it was adopted with no audible objections. My questions: If the motion failed the first ballot due to insufficient votes, is the issue considered "settled"? - do the Nays have it (and win)?, or by failing due to lack of majority does it remain a pending question? In the case that it is a settled question, can it then be moved to reconsider the vote, when it is obvious that a significant group of the voters (those who voted by proxy ballot) are not present to persist their votes? (This assumes there was a voter who voted "Nay", so they have standing to raise the motion to reconsider. [and isn't this an interesting idea, that someone should vote Nay in order to ensure they have standing to raise the motion to reconsider, should it prove necessary?]) In the case that it is not a settled question, is it acceptable to pass the motion by unanimous consent? Doesn't that disenfranchise those who voted by proxy ballot, as they are not present to object? [For all we knew at the time, the proxy ballots could have held a significant "Nay" vote.] I hope that I have provided the requisite information, but stand ready to answer any questions as may be necessary for clarification. Thank you for your kind assistance, Ken Tyrrell
  20. Guest

    Absentee votes

    Our church congregation is preparing to vote on a pastoral candidate. The candidate has been approved by the church board, which follows Roberts Rules. The candidate must receive 75% of the congregational vote to be approved. Absentee voting is not addressed in our constitution and bylaws. Is absentee voting allowed by members of the congregation.
  21. Can a member who assigns a proxy then attend the meeting as a guest?
  22. Can a member of the association running for a position on an HOA Board, solicit and vote proxies from other members?
  23. Am I correct that our bylaws do not give authority to an annual meeting proxy holder to vote on matters not known beforehand? The bylaws appear to provide authority to the proxy holder to vote at will on matters known beforehand only if “best judgment” was selected. If a matter comes up for a vote during the annual meeting, am I correct that only those present should be able to vote on the matter? I am president of this nonprofit mutual benefit corporation, and I am preparing for our annual meeting. Thanks in advance for your assistance. The following is the language of Section 13, Voting, from our bylaws: All regular members shall have equal voting rights, subject to the provisions of these bylaws, and each regular member shall be entitled to cast one (1) vote except in the election of directors of the club. In the election of directors, each member shall have one (1) vote for each vacancy to be filled on the Board of Directors. Voting rights are not cumulative.A proxy must provide the choice for "approval", "disapproval", “best judgment” or "withheld" on each matter known beforehand to be submitted to the voters. If so marked, the proxy holder must vote accordingly. An unmarked proxy may be voted without restriction by the proxy holder. This shall be stated on the proxy itself.
  24. Guest

    Vote by Proxy

    Good evening, We are having our annual business meeting on Sunday at church. There are serious financial discussions and votes being held. There are several members (who are very involved in the church) who are unable to make the meeting due to work, travel, etc. We would like to have those people vote via proxy. Do our Bylaws have to state that voting by proxy is allowed? Or is this something we can do anyways? Thank you so much for your input, Jennifer
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