Community associations often struggle with securing a quorum, which is the minimum number of voting interests required to be present in order to conduct a meeting of the members, and this challenge has been exacerbated by the pandemic. One of the most effective ways for associations to secure enough votes from unit owners to achieve a quorum and conduct their business is through the use of proxies.
A proxy is a document that allows a designated individual to attend and participate in a meeting in place of a unit owner. Florida condominium laws provide that unit owners may not vote by “general proxy” but may vote by a “limited proxy” that substantially conforms with the form provided by the state’s Division of Condominiums, Timeshares and Mobile Homes.
Limited proxies for association votes must contain a specific statement of what the unit owner is voting on and how the unit owner is voting. A unit owner cannot vote on specific substantive questions by a general proxy, which can be used only for the purposes of establishing a quorum and non-substantive votes, e.g., the approval of minutes, adjournment or continuance of meetings, and other matters that do not specifically require a limited proxy.
Limited proxies are required to be used when voting on reserves, changes to financial reporting requirements, amendments to governing documents, or other matters requiring a vote of the entire association membership. There are also other specific limitations on the use of proxies, including that they are only valid for up to 90 days from the date of the first meeting for which the proxy was given and the proxy holder must be in attendance, in-person at the meeting.
There may also be additional limitations on the use of proxies contained in associations’ governing documents, so experienced association attorneys should be consulted to ensure that the use of proxies by unit owners complies with both the state’s condominium laws and the governing documents.
Members of association boards of directors cannot use proxies to vote at board meetings when the director is not in attendance. Only unit owners can use proxies to participate at membership meetings they do not physically attend.
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