Association votes often depend on owners who cannot attend the meeting. Proxies are one of the tools that allow those owners to take part. Because the terms are easy to confuse, a short explanation of how proxies work in Florida associations can help owners vote with confidence and help boards run a clean process.
This article is general information and is not legal advice. The association's attorney should be consulted.
What a Proxy Is
A proxy is a written authorization that allows another person, called the proxy holder, to act for an owner at a specific meeting. A proxy can count the owner toward a quorum and, depending on its type, can be used to cast the owner's vote.
There are two general kinds:
- A general proxy lets the proxy holder vote as he or she sees fit on matters that come before the meeting.
- A limited proxy tells the proxy holder how to vote on specific questions, so the owner keeps control of the decision.
Florida Rules for Homeowners Associations
Under section 720.306(8) of the Florida Statutes, members of a homeowners association have the right to vote in person or by proxy, unless the governing documents or the statute provide otherwise. To be valid, a proxy must:
- Be dated
- State the date, time, and place of the meeting for which it is given
- Be signed by the authorized person who executed it
A proxy is effective only for the specific meeting for which it was given, including any lawful adjournment of that meeting, and it automatically expires 90 days after the date of that meeting. It may be revoked at any time by the person who signed it. A proxy holder may appoint a substitute only if the proxy form expressly allows it.
How directors are elected is governed by the association's documents, so the bylaws should be checked to see whether proxies, mail-in ballots, or both are used in board elections.
Florida Rules for Condominiums
Condominium voting is more tightly regulated. Under section 718.112(2)(b), owners in a residential condominium generally may not vote by general proxy. Limited proxies, substantially in the form adopted by the state, must be used for votes such as waiving or reducing reserves, amending the declaration, amending the articles or bylaws, and other matters the statute requires or permits owners to vote on. General proxies may be used to establish a quorum and for matters where a limited proxy is not required.
Except as the statute otherwise provides, proxies may not be used to elect board members in a residential condominium. Directors are elected by written ballot or voting machine. As in homeowners associations, a condominium proxy is valid only for the specific meeting and its lawful adjournments, is not valid longer than 90 days after the first meeting for which it was given, and may be revoked at any time.
A Proxy Is Not a Ballot
Confusion often arises when both forms arrive in the same mailing. A ballot is the owner's own vote. A proxy hands authority to someone else, who must then attend the meeting and act on the owner's behalf. An owner who returns a proxy believing it is a ballot may not have voted at all if the proxy holder does not attend or the proxy is invalid. Instructions should explain plainly which form does what.
Preventing Proxy Misuse
Proxies can be misused when one person collects many of them to control an outcome. Several practices reduce that risk:
- Proxy forms should be prepared and distributed by the association or its manager, using the form required by law where one applies.
- Directors and candidates should avoid soliciting proxies for their own positions.
- Proxies should be collected and checked by the manager or another neutral person, and kept with the meeting records.
- Each proxy should be checked against the owner list for a valid date, signature, and meeting description.
Encouraging Participation
Busy schedules and seasonal residents are a fact of life in Florida communities. Participation tends to improve when:
- The bylaws and statutes are reviewed before each meeting so the correct forms are used
- Owners receive a plain explanation of proxies and ballots with the meeting notice
- Directors are given a short question-and-answer sheet so they can explain the process without soliciting votes
- Electronic voting is considered where the association has adopted it under Florida law
Well-run votes are part of good governance. More on meetings can be found in
6 HOA board meeting best practices.
Help With Association Votes
Meeting notices, proxy and ballot forms, and check-in procedures are handled for the communities managed by Condominium Associates, in coordination with the association's attorney. To talk about your next annual meeting or owner vote,
contact us.
