Board Officer elections - proxy vote

[Wild Dunes]

We have an HOA board of 9 members. At the seating of the 2023 board, which will occur shortly, board officers will be elected - president, VP, Secty, Treasurer. One of our board members will be absent due to illness (COVID). That leaves us with 8 members present. Can the absent member give his proxy to vote for him, and if so, could it be to another board member or to one of our homeowners? Our bylaws do not speak to proxies for this situation; they do allow for proxy voting for the annual meeting, and this proxy requires specificity as to matters covered under the proxy and the member's signature to be notarized.

A tie vote is anticipated for one particular office. If a proxy cannot be used, how do we break the tie?

[Richard Brown]

On 1/9/2023 at 6:38 PM, Wild Dunes said:

We have an HOA board of 9 members. At the seating of the 2023 board, which will occur shortly, board officers will be elected - president, VP, Secty, Treasurer. One of our board members will be absent due to illness (COVID). That leaves us with 8 members present. Can the absent member give his proxy to vote for him, and if so, could it be to another board member or to one of our homeowners? Our bylaws do not speak to proxies for this situation; they do allow for proxy voting for the annual meeting, and this proxy requires specificity as to matters covered under the proxy and the member's signature to be notarized.

A tie vote is anticipated for one particular office. If a proxy cannot be used, how do we break the tie?

No, not unless your bylaws permit it or state law requires it.  I note that state laws that do permit proxy voting generally permit it only in membership meetings, not in board meetings, but different states have different rules.  RONR strictly prohibits it unless the bylaws permit it or state law requires it.

 

[Wild Dunes]

Thank you. That supports my interpretation. Now to continue search on breaking the tie, as the 8 members are eligible to vote, we don't have a tie-breaker position. Again, thank you, Mr. Brown, for your quick response. I always hope to get a reply from you.

[Gary Novosielski]

On 1/9/2023 at 8:57 PM, Wild Dunes said:

Thank you. That supports my interpretation. Now to continue search on breaking the tie, as the 8 members are eligible to vote, we don't have a tie-breaker position. Again, thank you, Mr. Brown, for your quick response. I always hope to get a reply from you.

Since a tie is less than a majority, there is nothing special about it that requires "breaking".  It is simply a rejection of the motion, just as surely as if everyone voted No.

In the case of an election, a tie vote less than a majority elects no one.  Second and subsequent ballots are typically necessary.

[Atul Kapur]

  Error

Edited January 10, 2023 at 03:26 AM by Atul Kapur

[Wild Dunes]

On 1/9/2023 at 7:17 PM, Gary Novosielski said:

Since a tie is less than a majority, there is nothing special about it that requires "breaking".  It is simply a rejection of the motion, just as surely as if everyone voted No.

In the case of an election, a tie vote less than a majority elects no one.  Second and subsequent ballots are typically necessary.

Thank you, Mr. Novosielski. So well explained.