Proxy votes

[Guest Val]

I am a member of a condominium association consisting of 73 boat slips. Our governing documents allow for owners to vote by proxy at our annual meetings. In recent years the board of directors has changed the wording on the ballot to:

Proxy and Ballots December 10, 2016 Carolina Marlin Club Owners Meeting 2:00 PM - MBYC Clubhouse These ballots and proxy require the following information: ____________________________________ ___________________ Printed name of designated voter (YOU) Slip number(s) ____________________________________ ____________________ Signature of designated voter (YOU) Date The MBYC

Board of Directors strongly urges owners to attend the Annual Meeting to participate in discussion and cast votes. Business cannot be conducted and votes cannot be taken unless a quorum (37) of owners is present. If you are unable to attend you may cast your ballots and appoint a proxy to represent you. Two votes will be held: 1) election of the 2015 Board of Directors and 2) approval of the 2015 Budget. PROXY OPTIONS – As designated voter, if you cannot attend the Annual Meeting in person, it is imperative that you appoint a proxy (other owner) for the purpose of establishing a quorum (37 owners required). Please be certain that the individual named as your proxy will attend the meeting. Casting your votes below DOES NOT count toward your attendance, only your physical presence or a signed, designated proxy. You may vote and designate another owner to submit it in person, OR you may designate a proxy to vote for you and to represent you in any other business.

They are using the proxy to establish a quorum as well as vote.  They encourage owners to name the secretary as their proxy and in doing so generate a block of votes (sometimes as many as 30 or more) to vote on any new business (that was not on the ballot) that may be brought to the floor during the meeting. Our documents require us to follow RR. Is it allowable to establish a quorum using proxies? I have included this section of our bylaws:

ARTICLE II - MEMBERSHIP AND VOTING

A. The membership of the association shall consist of all owners of slips in the project, as specifically set forth in the Declaration and Articles. (Section 2. Members. A. Qualifications. The members of the association shall consist of all the record owners of slips in the condominium.)

B. A quorum at members’ meetings shall consist of persons entitled to cast a majority of votes of the entire membership.

C. The vote of the’ owners of a unit owned by more than one person or entity, or by a corporation, shall be cast by one person designated by such owner or owners, in writing, filed with the Secretary of the Corporation. Such designation shall remain in effect until revoked by subsequent designation, in writing, so filed.

D. Votes may be cast in person or by proxy. Proxies shall be valid only for the meeting designated therein and must be filed with the Secretary prior to such meeting.

E. Except where otherwise required by these Bylaws or by the Declaration, the affirmative vote of the persons entitled to cast a majority of the votes at any duly called members’ meeting at which a quorum is present shall be binding upon the members.

Thanks for any help you can provide

Val

[jstackpo]

Unless the use of proxy votes (held by attending members) as a contribution to the presence of a quorum is EXPLICITLY found in your bylaws, doing so would be completely improper in RONR-land.  It doesn't appear that they do.

However, RONR has very little to say about proxies so you should probably check with a lawyer about the Condo laws that apply in your case.  Who knows what they may say.  The quorum-includes-proxies rule may be OK, per the law.  You had best find out.

BTW, the definition you do have for a quorum in your bylaws is a very strange one.  I think it means that more than half of the eligible voters have to be at the meeting -- is that where you got the "37" number?  How big is the "entire membership".  Are ALL of them eligible to vote?

[Richard Brown]

I agree with the post above by Dr. Stackpole.  In order for a member to  be considered present by means of a proxy, it would have to be provided for in the organization's bylaws or by state law.   The proxy document itself cannot accomplish that regardless of what language it uses (unless permitted by state law).

Most organizations which allow voting by proxy contain a statement in their bylaws that the quorum must consist of members "present in person or by proxy", indicating that a member can indeed be considered present if he has given a proxy to another member.  

I also note that the vote requirement expressed in Article II B is different from the meaning (and determination) of a majority vote in RONR.  The provision in your bylaws, as I interpret it, amounts to a requirement of the vote of a majority of the members present (in person or by proxy) in order to adopt a motion.  RONR requires only a majority vote of the members present and voting, excluding blank ballots and abstentions.  You might see pages 4 and 400-404 of the 11th edition of RONR for more information on calculating a majority vote.  FAQ's 4 and 6 might also be helpful:  http://www.robertsrules.com/faq.html#4

 

 

 

[Josh Martin]

1 hour ago, jstackpo said:

BTW, the definition you do have for a quorum in your bylaws is a very strange one.  I think it means that more than half of the eligible voters have to be at the meeting -- is that where you got the "37" number?  How big is the "entire membership".  Are ALL of them eligible to vote?

This unusual wording may be referring to the possibility of members holding proxy votes. That is, in an organization with proxy votes, there may be “persons entitled to cast a majority of votes of the entire membership” even although less (potentially even much less) than a majority of the membership is physically present.

I concur, however, that it is ultimately up to the organization to interpret its own bylaws, and that the society may also need legal advice on this matter.

1 hour ago, Guest Val said:

They are using the proxy to establish a quorum as well as vote.  They encourage owners to name the secretary as their proxy and in doing so generate a block of votes (sometimes as many as 30 or more) to vote on any new business (that was not on the ballot) that may be brought to the floor during the meeting. Our documents require us to follow RR. Is it allowable to establish a quorum using proxies? I have included this section of our bylaws:

RONR does not permit proxies at all, so it has no answer to this question.

Edited October 12, 2018 at 05:27 PM by Josh Martin