Updated ballot language on ‘proxy’ explained

GRF BYLAWS BALLOT

The proposed bylaws amendment ballot has apparently caused some apprehension among detail-oriented readers who are uneasy about the amendment’s use of the word “proxy” in defining procedures through which a quorum is determined.

Here’s the updated language of the main provision, Section 9, that the GRF Board has asked members to change: “The presence in person or by proxy or ballot of 33.33% of the members of record in good standing at any meeting shall constitute a quorum for the transaction of business at said meeting…” First, it may help to know what is meant by the term. A proxy is a format, or an agent legally authorized to act on behalf of another party, which allows a shareholder to vote without being physically present at a meeting. In essence, when a member mails a ballot to the GRF elections inspector, the member submits a proxy vote, which allows his or her decision to be recorded even if he or she cannot attend a meeting in person.

In fact, California’s Davis-Stirling Act actually mandates proxy voting in some instances. In section 5105(2), the law requires HOAs to provide “a ballot to a person with general power of attorney for a member.”

And while the word “proxy” is a new addition in the proposed Section 9 of the GRF bylaws, proxies are discussed in sections 10 and 11 of the bylaws. Those sections permit a majority of members to submit written instructions to alter GRF policy without a meeting of the board of directors. Proxy voting is well established in corporations and well regulated by California law.

In HOAs, it is a rarely used, but legally required method to allow the fullest participation by a community’s residents.