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The Rules Regarding Voting By Proxy

By Jennifer L. Alexander, Esq. June 4, 2014 Posted in Community Association Law

There will come a time when individuals who live in condo communities will need to make certain decisions by way of a vote. But what options do owners have if they are unable to participate during the actual voting process? If necessary and permitted under the Association's governing documents, unit owners and shareholders are allowed to vote on certain matters regarding corporate governance and in board elections by absentee ballot or "proxy". Basically, a proxy is when one person stands in for another individual to cast votes on his or her behalf. More specifically, a proxy is a written statement of an owner or a shareholder that authorizes the holder of the proxy to vote his or her shares and/or common interests at a meeting. Proxies are a very important part of the voting process; however, condo boards do need to be mindful of the legal implications that might arise if proxies are mishandled.

Generally speaking, there are two kinds of proxies: general and specific (or limited). General proxies are typically written in such a way as to provide the proxy holder with the right to vote as he or she wishes with respect to any issues that may be discussed during a meeting. Specific or limited proxies detail the business on which the proxy holder is to vote and specifically tells the holder the way to vote. The proxy holder is obligated to cast the vote the way the shareholder or owner has designated.

Proxies are often relied upon by condo boards in order to meet the quorum requirement at annual shareholders meeting or certain special meetings. By statute (and mostly all condo bylaws), no official business, to include board elections, can be conducted unless a quorum (or a majority of outstanding shares or common interests) is present.

The Issuance of a Proxy

One of the key rules with respect to the issuance of proxies is that there must be a document in writing and it must be signed and dated by the owner of record or his or her Attorney in Fact. Additionally, the proxy will be valid for a period of 11 months from its issuance (unless otherwise indicated), and if several proxies are issued by the same unit owner, the only one that will be deemed valid will be the latest one issued.

If you would like to learn more about voting by proxy, contact Griffin Alexander, P.C. as soon as possible.

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