Proxy Vote in an HOA

What a proxy is

A proxy is the owner's written permission for someone else to vote in the owner's place. It is useful when an owner cannot attend a meeting. The proxyholder might be a neighbor, a family member or a board member, depending on what the documents allow.

A proxy is not the same as a ballot. A ballot is the owner's own vote on a specific question or candidate. A proxy transfers the right to cast the vote, sometimes with instructions and sometimes without.

Limited and general proxies

Two types appear in many documents and statutes. A limited proxy tells the proxyholder how to vote on each listed item. A general proxy gives the proxyholder discretion. Some states restrict general proxies for certain votes, particularly board elections. Whether your community uses one or both depends on the documents and the statute.

Examples from state law

These are examples only, and your state may differ.

California: the Civil Code defines a proxy as a written authorization signed by a member that gives another member or members the power to vote on the member's behalf. Proxies may not be used in lieu of a ballot. An association may use proxies if its bylaws permit them and they meet the statute and governing documents, but the association is not required to prepare or distribute them. In an election, any instruction on how to vote must be on a separate detachable page, the proxyholder must cast the vote by secret ballot, and the member may revoke the proxy before the inspector of elections receives the ballot (Civil Code section 5130).

Florida HOAs: members have the right, unless the statute or governing documents provide otherwise, to vote in person or by proxy. To be valid, a proxy must be dated, must state the date, time and place of the meeting, and must be signed. It is effective only for the specific meeting for which it was given, including lawful adjournments, expires automatically 90 days after that meeting, and is revocable at any time by the person who signed it. A proxyholder may appoint a substitute only if the proxy form expressly provides for it (Florida Statutes section 720.306(8)).

Florida condominiums: the rules are stricter. Unit owners in a residential condominium may not vote by general proxy except as the statute specifically allows, but may vote by limited proxies on a division-approved form. Limited proxies are required for votes to waive or reduce reserves, to amend the declaration, articles or bylaws, and for other matters the chapter says require an owner vote. A proxy of either type generally may not be used in electing board members of a residential condominium, with exceptions the statute lists, and owners may always vote in person (section 718.112(2)(b)).

Michigan's Nonprofit Corporation Act provides that a person may cast a vote at a member meeting orally or in writing unless the bylaws say otherwise (MCL 450.2441). For Michigan proxy rules, check the association's bylaws and confirm the current statute with counsel.

Practical tips for owners and boards

Owners should read the proxy form before signing it, confirm the meeting date it covers and keep a copy. If you change your mind, revoke it in writing before the vote, following any method the documents specify. Boards should use forms that match state law, keep proxies with the meeting records, and verify the signer is the owner entitled to vote. A vote taken on a defective proxy can be challenged, so the form is worth getting right.

Related

• Quorum glossary entry
• HOA bylaws glossary entry
• HOA governing documents explained
• What powers does an HOA have?