What Are Proxies and How Are They Used in HOAs and Condo Associations?

Understanding the proper use of proxies in votes conducted by community associations is critical in avoiding legal disputes.  A proxy is, essentially, a written grant of authority by a member to another person (the “proxyholder”) to vote on behalf of that member.   A member may provide a proxy if he or she is unable to attend a meeting in person, and the proxyholder may then attend in place of the member.  The member is then considered to be present “by proxy” at the meeting and may be counted toward a quorum.  If the proxyholder becomes unable to attend the meeting in person, he or she may execute a “substitution of proxy” and appoint another person to attend the meeting on behalf of the member. 

In order to be valid, a proxy must be dated, must state the date, time and place of the meeting for which it was given, and must be signed by the voting member.  A proxy is only effective for the specific meeting for which it was originally given, and automatically expires 90 days after the date of the meeting.  A proxy may be revoked at any time by the member who executes it.  By executing a later dated proxy, a member is deemed to have revoked any earlier dated proxies.     

A proxy may grant “general” or “limited” powers to the proxyholder or both.  “General” powers authorize the proxyholder to cast the vote of the member in whatever manner the proxyholder determines.  A “limited” proxy, however, limits the proxyholder’s authority by specifying how the member’s vote may be cast on a particular matter.  If both limited and general powers are granted, the proxyholder may exercise general powers only as it relates to matters for which limited powers have not been granted. 

Chapter 720, Florida Statutes, which governs HOAs, provides that members have the right to vote by proxy, unless otherwise provided in Chapter 720 or in the HOA’s governing documents.  Directors, however, may not vote by proxy at meetings of the board.  An HOA’s governing documents may also restrict the use of proxies for elections or other votes of the members.  

Florida’s Condominium Act, applicable to condominium associations, provides that proxies may not be used in the election of directors.  The Condominium Act further provides that, except as otherwise provided in the Act, members may not vote by general proxy.  Both limited and general proxies, however, may be used to establish a quorum.  The Condominium Act provides that limited proxies may be used (1) for votes taken to waive or reduce reserves, (2) for votes taken to waive financial reporting requirements, (3) for votes taken to amend the association’s governing documents, or (4) for any other matter for which Chapter 718, F.S., requires or permits a vote of the unit owners.