Protect your rights if using proxy forms.

10/01/2025 09:59 AM - Comment(s) - By Medley Members

​The big risk to widespread proxy voting  is that a 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 defined in the table below.

We were curious about the necessity of these forms so we did some research with ChatGPT.

   (It's not a lawyer but it knows a lot.)


Keep in mind that before the change in Medley's management company and the current HOA attorney, Medley had annual meetings in person and online, with discussion of all items. There was an official private, paper ballot for director elections or other important decisions.  The proxy vote form was provided only for the case the homeowner could not attend and ballots were counted by homeowners on site.     


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 particiatation (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.
5.   Naming directors as proxy rather than the homeowner's selected desigated person. 

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 quorum without participation,

  • Control voting outcomes, and

  • Avoid discussion or opposition during meetings.


But we homeowners have tools to advocate for ourselves — through education, limited proxies, and by showing up in person or organizing with others.

Solutions / Best Practices for Transparent voting

  • Encourage neighbors to:

    • Attend meetings in person when possible.

    • Name a trusted individual (instead of a board member) as your Limited Proxy if needed

    • Add voting instructions or limits to the proxy if needed

    • Avoid ever signing a General Proxy.

  • Request that the board:

    • 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.

  • Remember: A limited proxy only authorizes the proxyholder to vote on specific issues.  This prevents the board from making unexpected decisions using someone else’s vote.

  • Your community’s bylaws will outline how quorum is established, how proxies must be handled, and what restrictions apply.

  • Use this to challenge improper practices.


[ NOTE - Medley Members is still researching and will update this post.  Please share this with your neighbors and check back here.  You can also add comments below anonymously.
In the meantime, we recommend you only use a Proxy if you cannot attend and make sure your proxy holder can attend,  You can also revoke a proxy if you change your mind before the specified meeting in writing.)


[Attention mobile readers --  scroll left to right to view full table below]


Information from ChatGPT A.I. regarding the Forms

General Proxy

  • Purpose: This document allows a homeowner to appoint someone (a proxy) to vote on their behalf at the HOA’s annual meeting. It’s a way for homeowners to ensure their votes are counted even if they cannot attend the meeting in person.

  • Who can vote:

    • The homeowner can designate a proxy from two options:

      1. The Secretary of the HOA (or a member of the board) — If the homeowner doesn’t specify someone, the secretary of the association or a board member is automatically the proxy holder.

      2. A specific person — The homeowner can name another individual (e.g., a neighbor, friend, or family member) to act as their proxy.

  • What the proxy can vote on:

    • The proxy can vote on any matter that comes before the meeting except for the election of directors. The election of directors is typically handled differently, often requiring a separate voting process.

  • Special points:

    • The proxy must be revoked by the homeowner if they no longer want it in effect. The proxy is valid only for this specific meeting and any adjournments (rescheduled meetings) but cannot be used beyond that.

 

Certificate of Appointment of Voting Representative

  • Purpose: This document is used when the homeowner designates a single individual (usually one of the joint owners) as their permanent voting representative for all HOA meetings and votes.

  • Who can vote:

    • This is typically for homeowners who want one person, such as a spouse or another joint owner, to handle all voting on their behalf at any HOA meeting, not just a single event. It applies to situations where the property is owned by more than one person.

    • The person who is designated as the voting representative will cast votes on behalf of the property owners at all meetings.

  • What the voting representative can vote on:

    • This person can cast votes for all matters that come up in HOA meetings, as provided by the HOA’s governing documents (declaration, articles of incorporation, bylaws).

    • Unlike the General Proxy, this certificate isn’t limited to a single meeting and does not expire unless revoked by the homeowners. It’s ongoing until a new certificate is submitted.


RISKS OF SIGNING A GENERAL PROXY

This document allows someone else (like the Secretary or a board member) to vote on your behalf at a specific meeting including any adjuornment, except for board elections.
Risks:

  1. Loss of Control Over Your Vote:

    • If you sign the general proxy and don’t attend the meeting, the person you appoint (often a board member) can vote however they choose on issues that may not reflect your wishes.

  2. Proxy Manipulation:

    • In a board that’s not acting in good faith, proxy forms can be misused to sway votes on controversial issues (e.g., budget increases, special assessments, changes to community rules).

  3. Lack of Transparency:

    • You won’t know how your vote was cast, unless someone tells you or you specifically request meeting records (which may not disclose individual votes).

  4. No Say in Key Decisions:

    • Proxies can be used to pass self-serving motions (e.g., awarding contracts to friends, pushing through unpopular rule changes), without proper homeowner input.

  5. Automatic Default to the Board:

    • If you fail to check a box or fill in a name, your proxy defaults to a board member, which could be intentional on their part to consolidate control.

RISKS OF SIGNING A VOTING REPRESENTATIVE CERTIFICATE

This designates one of the joint owners (like a spouse) as the permanent voting representative for all HOA matters, until revoked.

Risks:

  1. Long-Term Control Without Ongoing Consent:

    • Once signed, the certificate stays in effect until you revoke it in writing. If your relationship changes (divorce, disagreement), that person can still vote on behalf of the property unless you take action.

  2. False Sense of Security:

    • Some homeowners think this gives them joint voting power, but it gives only the designated person authority. If they’re influenced by the board (or don’t attend), your property loses its say.

  3. Used to Limit Dissent:

    • Boards may push for these certificates to limit challenges from co-owners who might disagree with the board’s decisions.

  4. Harder to Track or Revoke:

    • Unlike proxies, which expire after a meeting, the certificate is ongoing. A homeowner might forget they even signed it, especially if it was done years earlier.

  
  

Medley Members

Categories -
Uncategorized
Share -
Tags -