There are some business matters that are voted by the general membership in an Association such as annual budgets, election of board members, special assessments, and amendments to the documents.
When a vote is being taken, a meeting is called to conduct the voting process. From time to time, members are unable to attend these meetings, but still desire to cast their vote on the matter. Association documents typically permit a member to vote by proxy, selecting someone to vote on his or her behalf, if they are unable to attend the meeting.
The board must decide whether to utilize a “General Proxy” or a “Directed Proxy”.
A General Proxy assigns another person (in attendance) the right to vote on the assigner’s behalf at the assignee’s discretion.
In contrast, the Directed Proxy assigns another person the right to cast their vote, but provides that person with specific direction on how their vote is to be cast. The assignee is required to cast that vote in accordance with the assigner’s directions.
One other alternative to a proxy is an absentee ballot, not to be confused with a directed proxy. An absentee ballot provides an opportunity for a member to cast their vote in advance of the meeting. If the governing documents do not address the use of an absentee ballot, the Association may need to adopt a policy resolution to permit its use.
A proxy assigns the casting of one’s vote to another person on the assigner’s behalf. This assignee is usually limited to another member of the Association. If the member assigns their proxy to Management or to an officer, and unless it is given on a Directed Proxy, the vote is cast with the plurality once the count is taken.
So that the voting process will run smoothly, the meeting notice should state the conditions of voting by proxy. In preparing for proxy use, the Board must consider these questions, weighing the advantages and disadvantages:
Will duplicates of the enclosed proxy form be accepted or must the original proxy be returned? What about a person that lives out of state or resides out of the country; is adequate provision being made to accommodate his/her right to submit a proxy or absentee ballot?
Does the proxy need to be notarized or acknowledged in some way?
When and where does the proxy need to be submitted?
Will proxies be accepted up until the meeting is called to order?
Who must sign the proxy? If more than one person owns the property, can one person sign on behalf of all owners?
What happens if a member who has submitted a proxy decides to attend the meeting and wants to vote at the meeting?
The secretary should file the proxies and absentee ballots either alphabetically or according to address before the meeting to make things move more smoothly at the meeting.