The vast majority of community associations routinely use proxies in some way at their annual membership meetings. Given that, it’s not surprising that many of the questions I receive from community association Board members and property managers during annual meeting season involve proxies. In order to assist those of our Board member and property manager readers who are in the midst of annual meeting preparation, this blog post will address some of the most common misconceptions and questions concerning proxies and their use.
One of the most important things to understand about proxies is that they do not serve the same purpose as ballots. While ballots are voting instruments used to cast a vote, a proxy is a form of power of attorney by which a person who will not be present at a corporation’s meeting (the “proxy-giver”) assigns his or her right to vote at the meeting to another person who will be present at the meeting (the “proxy-holder”). At the annual meeting, the proxy-holder exchanges any proxies he/she holds for a ballot- one ballot per proxy. Unless the proxy document contains language telling the proxy-holder how to cast a vote on behalf of the proxy-giver on a particular matter(s), the proxy-holder has the right to vote on behalf of the proxy-giver in his or her discretion on all matters that may arise at the annual meeting. If the proxy document instructs the proxy-holder to vote in a particular way, then the proxy-holder must cast the vote he/she holds on behalf of the proxy-giver as instructed by the proxy-giver.