I can’t make the annual meeting, but I want to vote via proxy. Can I do this?

While I don’t get too many questions directly related to proxy voting, when I do get a question it usually comes accompanied with a great misunderstanding of what a proxy vote actually is and how the process is supposed to work. Most associations allow for some use of proxy voting.

The term ‘proxy’ means the authority to represent someone else. If you are unable to attend a meeting, you can appoint a proxy (an individual or a group) to attend in your place. The proxy then attends the meeting and votes your vote, plus their own, if they have a vote in the association.

The proxy can be a fellow homeowner, a family member, a board member, the entire board, or even a random stranger who you want to attend the meeting on your behalf. The proxy does not have to be a member of the association. They simply attend the meeting in your place and vote in the same manner that you would have been able to had you attended the meeting.

If you appoint a proxy, you are not instructing them how to vote. You are simply giving your vote to them to vote as they wish. While it is recommend that you speak with the person you are appointing as your proxy so that they understand how you feel about an issue being voted on, you are unable to require that they vote a certain way. A proxy is not an ‘absentee ballot.’ A proxy is simply the giving of ones vote to another individual (or group of individuals) to vote as they see fit.

A proxy can be given to a group of individuals (for example, the board of directors) rather than a single individual. In this situation, the group votes on how it will vote your proxy. While this might take a little extra time, it does provide the homeowner with a more representative vote than just assigning the proxy to one individual. If the same group has been given multiple proxies, it can hold just one vote to decide how to vote all the proxies it holds.

Some associations have tried, via a rule, to limit the number of proxies that one individual can hold. Such a restriction must be included in the bylaws or articles of incorporation. Absent a proper restriction, members of the Association are allowed to give their proxy to anyone, regardless of whether or not others have also given that person their proxy. You could theoretically have an individual show up at the annual meeting holding 100% of the votes in the Association. Likewise, the association can not require that a proxy voter be a member of the Association.

Proxy voting is a great way to ensure that quorum can be met. It is the number of votes present at a meeting, not the number of voters, that determines if the quorum requirement has been met. If you can’t make the next association meeting, appoint a proxy to attend and vote for you.

A version of this article first appeared in the "Ask the Attorney" column (written by Nigel Mendez) in the Minnesota Community Living magazine published by CAI-MN.