Navigating membership meetings and proxy usage is vital for effective governance. A proxy is a written authorization allowing a designated person (proxyholder) to vote on a member’s behalf, ensuring representation for non-attending members and aiding with obtaining a quorum.
General vs. Limited Proxies
In basic terms, a general proxy allows a proxyholder to vote however he or she sees fit on any matter that may be undertaken at a specific owner meeting. In contrast, a limited proxy restricts the proxyholder’s voting power to explicitly listed items on the proxy form, with the owner providing specific instructions for voting. If a vote arises on a matter that is not specifically indicated on the limited proxy, the proxyholder cannot vote.
Condominiums vs. HOAs
The treatment of general and limited proxies differs significantly between condominium associations (Chapter 718) and homeowners’ associations (Chapter 720).
Chapter 718, Florida Statutes, severely restricts the use of general proxies. Residential condominium unit owners may not vote by general proxy except in narrowly limited circumstances, such as procedural votes and non-substantive changes to items listed on a limited proxy. The limited proxy must substantially conform to the limited proxy form adopted by the Division of Condominiums, Timeshares and Mobile Homes. Both limited and general proxies may be used to establish a quorum, but neither may be used in the election of board members. The Condominium Act specifically requires that limited proxies be used for votes waiving or reducing reserves, waiving the financial reporting requirements, amending the declaration of condominium, articles of incorporation, or bylaws, and for any other matter for which Chapter 718 requires or permits a vote of the unit owners. Note that these restrictions apply to residential condominiums and not to timeshares or nonresidential condominiums, which are not addressed herein.
Chapter 720, Florida Statutes, on the other hand, permits voting by general proxy, including board elections, unless the association’s governing documents specify otherwise. There are, of course, reasons owners may prefer a limited proxy in votes, such as making sure the proxyholder votes as the owner wishes, but the use of general proxies is far less restricted in homeowners’ associations. Like condominium associations, both general and limited proxies can be used to establish a quorum.
When considering adjourning or postponing a meeting, you must be aware of the limitations on proxy (general or limited) validity contained in both statutes. A proxy given is effective only for the specific meeting for which originally given and any lawfully adjourned and reconvened meetings thereof. The meeting must be actually convened on the date specified and adjourned to a later time to meet this requirement. If a meeting is postponed to another date and never actually convened, then the proxies for that meeting would not be valid.
You should also note that a proxy is not valid longer than 90 days after the date of the first meeting for which it was given, so the reconvening of the adjourned meet must occur within that time to be able to use the previously submitted proxies. Each proxy is revocable at any time at the pleasure of the unit owner executing it. The proxy form should also include a “power of substitution” in case that your proxyholder is unable to attend the meeting, in which case, the proxyholder can substitute someone else to attend the meeting in their place.
In summary, there are a few differences between the proxy requirements in Chapter 718 and Chapter 720, so make sure you are familiar with the requirements for your association.
Having Becker prepare your meeting packages will ensure that the proper proxies are being used for the proper purposes. For more information on how to properly run membership meetings and elections, please view our classes here.
