Proxy Authority

[Ron H.]

There is a debate going on with our HOA.  Looking for an authoritative answer.  Our by-laws has established a quorum as 400.  We have an upcoming meeting, with the primary business being to elect 2 officers and vote on an amendment to our by-laws.  In out meeting notice a general proxy was included, which allows with the Assoc. President or an individual the member designates to act in their behalf.  The clause that is creating consternation id the proxy says that the Proxy Holder  has"...full power of substitution, and with all powers I possess if personally attended..." The meeting notice included an election ballot and the amendment, which can be submitted along with the proxy.  From my perspective this changes the proxy to a directed proxy, although not specifically stated.  The question has been raised that can the proxy holder ignore the ballot and amendment selections and vote their own way due to the provision I've stated above?  Also, if the designated proxy holder cannot attend the meeting, can they designate a new proxy?  Thank you in advance for your response.

[Josh Martin]

On 9/14/2023 at 4:26 PM, Ron H. said:

There is a debate going on with our HOA.  Looking for an authoritative answer.  Our by-laws has established a quorum as 400.  We have an upcoming meeting, with the primary business being to elect 2 officers and vote on an amendment to our by-laws.  In out meeting notice a general proxy was included, which allows with the Assoc. President or an individual the member designates to act in their behalf.  The clause that is creating consternation id the proxy says that the Proxy Holder  has"...full power of substitution, and with all powers I possess if personally attended..." The meeting notice included an election ballot and the amendment, which can be submitted along with the proxy.  From my perspective this changes the proxy to a directed proxy, although not specifically stated.  The question has been raised that can the proxy holder ignore the ballot and amendment selections and vote their own way due to the provision I've stated above?  Also, if the designated proxy holder cannot attend the meeting, can they designate a new proxy?  Thank you in advance for your response.

This question is beyond the scope of RONR and this forum. I will note that a complete answer to this question will require a review not only of the wording on the proxy, but also of the rules in your bylaws and/or applicable law authorizing the use of proxies. As a proxy is ultimately a legal instrument, I would advise your organization to consult an attorney on this matter.

"Should proxy votes be counted?

A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR (12th ed.) 45:70–71.]" FAQ #10, emphasis added

[Ron H.]

Thank you for your thoughts and guidance

[puzzling]

On 9/14/2023 at 10:26 PM, Ron H. said:

There is a debate going on with our HOA.  Looking for an authoritative answer.  Our by-laws has established a quorum as 400

HOAs are very regulated by (state) laws, have a look at the website of the home owners protection bureau hopb.co for more legal and state institutions that can help you

[Ron H.]

Most helpful.  Thank you.

[Rob Elsman]

On 9/15/2023 at 4:53 AM, puzzling said:

 

Edited September 15, 2023 at 06:55 PM by Rob Elsman
No response.

[Gary Novosielski]

On 9/15/2023 at 2:52 PM, Rob Elsman said:

 

Is something wrong with the Quote function?