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Bylaw amending by "affirmative vote or written consent"- no proxies?


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Thank you for your thoughts on my two related questions.


My two following questions are the basis of dispute over the a vote taken at a special homeowners association meeting called to vote on three proposed amendments to our bylaws.

The first question is "Must votes cast by proxy-holder at a special meeting held to vote on proposed bylaw amendments be excluded from the tallying of votes on the proposed amendment?"

Of our total membership of 279, 186 members were "signed in" -including 60 proxy sign-ins.

Therefore, 126 members were physically present for this vote.

The language in our Bylaw "amendments" states this, and only this:

"These bylaws may be amended upon the affirmative vote or written consent, or any combination thereof, of at least two-thirds (2/3) of the total Association vote."

*No rules were adopted prior to the amendment vote to allow, or include, voting by proxy.

Mathmaticallly, you can see that the necessary affirmative vote total required for an amendment passage is 186, which did not happen at our officially called meeting, which leads to my second question concerning the conduct of the Board and voting procedure.

The second question is:

Based on the same bylaw language: "Was it legitimate for the Board to create and conduct a separate secret different voting procedure for selected friends and neighbors- done without authorization, knowledge or approval of the rest of the membership?"

FYI: This Board secretly gathered sheets of "signatures" from friends agreeing to the amendments the Board wanted passed.This was done both before and after the official vote meeting. The Board counted those signatures as "votes"- adding them to the deficient vote tally from the officially meeting, thus enabling the "passing" total vote number they wanted.

This is how the Board simply announced the bylaw "passed". All of this process has been withheld from the rest of the membership.

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Only votes of members who are physically present at the meeting can be validly counted unless the bylaws specifically authorizes a specific method of absentee voting (RONR/10 pp. 408-409). From your posting it doesn't sound like your bylaws provides for any form of absentee voting (proxy in your first question and I don't even know how to describe what the Board was trying to do in the second question).

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