The big risk to widespread proxy voting is that a membership quorum could be determined prior to the meeting which PREVENTS ALL homeowner questions and discussion.
First, a recap:
- A Membership Quorum is the minimum number (percent) of total voting interests (i.e. member homeowners) required to legally hold a meeting and conduct business at an Annual, Membership or Special members meeting. A membership quorum includes voting interests who are in person, by proxy (or electronically, if allowed.) In contrast, a quorum of board of directors is simply a majority of board members.
- A "Limited Proxy" functions like an absentee ballot for a member who cannot attend the meeting. The form restricts the proxy holder's authority by providing specific instructions on how to vote on particular agenda items which must indicate the member's choices (yes/no).
- A "General Proxy" form grants the proxy holder broad discretion to vote on any matters that arise during the meeting, as they see fit, without instructions from the member. It can be used for any voting item at the specified meeting, including amendments or other business. If an agenda item is added after the proxy is sent, the proxy holder can vote that too! Moreover, if the proxy named is a board member, it amplifies their power because they control both the agenda AND your vote.
- "A "Certificate of Appointment of Voting Representative" is essentially an unlimited power of attorney to vote for you to "express all approvals that such owners may be entitled to cast or express at all meetings" indefinitely. It has specific purposes for homes held by corporations, trusts, etc. Check with an attorney if you think you need it.
How has proxy use changed at Medley this year?
Keep in mind that before the change in Medley's management company and HOA attorney, Medley had annual meetings in person and online, with discussion of all items which were mailed to us weeks in advance. There was an official private, paper ballot for director elections or other important decisions. A separate Limited Proxy form was provided and only needed in the case the homeowner could not attend. Ballots were counted publicly by the homeowners on site.
We homeowners have tools to reverse this year's trend away from transparency through education, advocating for ourselves and organizing with others. It begins with fully understanding not just uses, but risks, of proxies.
How Might Proxies be Misused to Avoid Discussion?*
1. Obtaining Just Enough Proxies to Reach Quorum
Risk: The meeting is "valid" on paper, but few homeowners are present to challenge or even understand what's being voted on.
Could this be what happened at the August 27 meeting regarding the $11M loan authorization? Recall that members could not ask questions before the board voted on the authorization as the first agenda item. That agenda order entirely eliminated the member participation portion and the vote became a "done deal" before the meeting even began. (This appears to have been possible because the proxies received constituted a quorum and the association managers were reportedly seen counting the proxies in advance of the meeting's resident counters so the count was known in advance.)
2. Discouraging Attendance
Risk: At the August 27 meeting, attendees sat around for almost an hour when the counting continued but notice that no questions were allowed. After that experience, we wouldn't be suprised if members stopped attending meetings.
3. Rushing or Restructuring the meeting agenda.
Risk: As mentioned above, the board only needs to include member participation (Q&A) in the agenda if a quorum and proxy votes are not achieved in advance.
4. Addition of new agenda items
Risk: A board could conceivably add 'new business' items and if you have already submitted a General Proxy for them to vote on your behalf, you won't get to weigh in. For example, imagine if the board decided to choose a new vendor, add electronic voting, adopt new policies or make a very large purchase using our proxies, without discussion.
Risk: The board can vote for your behalf in moments, without a floor vote or ballot.
Summary - Proxy Voting can be misused to:
Secure a membership quorum without participation,
Control voting outcomes,
Avoid discussion or opposition during meetings,
Extend a General Proxy's use beyond its intended meeting.
Solutions / Best Practices for Transparent voting
Encourage neighbors to:
Attend meetings in person when possible.
Name a trusted individual (not a generic board member) as your Limited Proxy if needed
Add voting instructions or limits to the proxy if unclear, and keep a copy for yourself
Never sign a General Proxy. (or, revoke a previously-signed one in writing before the meeting.)
Request to view and re-count the proxies at the meeting.
Request that the board and community management:
Provide specifics in the ballot question -- who/what/when/purpose/cost (not vauge generalizations) -- in advance of the meeting/vote.
Publish how many proxies were collected at the meeting and in the minutes,
Disclose who holds the proxies, and
Separate quorum-only proxies from those authorizing full voting power.
Do not continue meetings on following days to keep proxies in effect. Ensure full meeting closure by "Adjorning sine die" (legal term)
Remember: A limited proxy only authorizes the proxyholder to vote on specific issues. This prevents a board from making unexpected decisions using someone else’s vote.