Does a signed agent that can be used to exercise voting rights at a general meeting count to meet the quorum even if the person represented by the agent is not physically present at the meeting?
My HOA of 194 units has a quorum requirement of 30% of the annual membership meeting. At the last membership meeting, only 54 people were signed in to the attendee list. Only 54 souls attended the meeting. The quorum was said to exist because the chair requested a quorum and one of the attendees formally signed an agent from at least 25 local residents who were not present. Adding 54 gifts to 25 or more proxies totaled 79 or more, meeting the 59 quorum number. Is this justified?
For the past 20 years, agents have always been counted as quorums, and voting was only attended by 54 lot owners, as pointed out at last year’s annual membership meeting that there was a clear shortage of quorums. I was told. Is it legitimate voting and practice?
In the world of condominiums / HOA / co-operatives, a proxy (synonymously used to refer to the form itself, the representative person) is a document that allows one person to attend and attend a meeting instead. is. Owner of a lot or unit. It is difficult for people all over the world to attend meetings directly. However, in most neighborhood associations, the owner has the right to attend the meeting through others. The person acts as an agent and is instructed to either have the right to vote for conscience on issues that arise before membership (general agent) or to vote for a particular item in a particular way (a particular item). Instructions or limited agents). The power of attorney must be signed by the owner or a designated voting member (depending on how the bylaws work), and in HOA (according to the language of HOA law), the power of attorney is also dated. is needed. It’s generally a good idea to sign and date all proxies, as I think it’s a good way to run the document. But I’m unaware of current laws and incidents suggesting that dateless proxies are invalid in condo settings.
Therefore, due to its explicit operation, the owner who appoints an agent at a meeting does not need to attend the meeting to establish a quorum. The presence of their representatives serves as their own participation in the conference. So, in the situation you describe, there were only 54 people directly there, but if about 25 more were represented by an agent, there was a quorum.
Here, the more complex question involves the existence of a real representative (the “proxy”). Technically, proxies allow one person to join a meeting on behalf of another. It is not an absentee ballot. The person designated on the proxy form as a proxy must at least attend the meeting directly. Therefore, in most proxy forms, if no one is on the list, another officer selected by the secretary of the association or the board of directors will act as the proxy. Attendance is not an issue because these people are usually attending meetings. .. Now, I ignore this fact and do many neighborhood associations that simply treat proxy voting as absentee ballot for quorum and voting purposes, without considering whether the designated proxy is attending the meeting. I have seen it. I don’t think this is technically appropriate, but I’m not aware that the matter has been filed.
Can board members be paid for work that is not related to board services, such as repair work?
Yes, but there are some barriers. Probably not allowed at all in the condominium. Under the Condominium Act, the Association may contract or employ a service provider owned and operated by a board member, a board member or a person who has a financial relationship with an officer, or a relative within three degrees of a board member’s relatives. can not. Or an officer. Therefore, I think it is prohibited to contract directly with members of the board of directors. Apart from this, under the Condominium Act, whenever a director or officer engages in a conflict of interest activity (which qualifies as defined by law), that activity is one-third of all other activities. It is stipulated that it must be approved by 2. Directors attending the meeting. It must be disclosed to members at the next regular or special membership meeting. Members must have the right to vote to cancel a transaction or contract. In HOA, transactions are governed by non-profit corporation law. The law has slightly different procedural requirements and requires only the approval of a majority of the remaining directors.
Backer Aboud Poliakoff & Foelster, a partner of LLP, Ryan Poliakoff is a board-certified specialist in condominium and planning and development law. This column is dedicated to the memory of Gary Polyakov, a pioneer and tireless supporter of the neighborhood association’s legal industry and author of treatises, books and hundreds of articles. Ryan Poliakoff and Gary Poliakoff are co-authors of New Neighborhoods — The Consumer’s Guide to Condominium, Co-Op and HOA Living. Email your question to email@example.com. Be sure to include your location.
The presence of a proxy helps establish a quorum in a meeting
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