MOTHER'S
PROXY
QUESTION: My mother is well into her eighties and has significant hearing issues.
When she was recently pointed out at a board meeting "put her up front, she
can't hear." she became very embarrassed and refuses to attend any more board
meetings. Can she appoint me, her daughter, as a proxy to attend all meetings?
ANSWER:
Yes, you can attend on her behalf. However, a proxy is not the correct form of
authorization. Proxies apply only to membership meetings, not board meetings. A
power of attorney is the proper document to give you the legal authority you
need to attend meetings. Having said that, the board should not make you jump through
legal hoops to attend the meeting--a simple written authorization from your mother should
suffice. As your mother's agent, you would also have the right to speak on her behalf at the
open forum.
DELINQUENT
OWNER AS PROXY
QUESTION: A member made a delinquent owner their proxy
for the annual meeting.
Can a delinquent owner cast a proxy vote?
ANSWER: Yes. The
Davis-Stirling Act does not require that owners be in good standing to be
proxies, only that they be owners. Civil Code §1363.03(d)(1)(A).
DIRECTORS NOT IN
GOOD STANDING
QUESTION: Is there anything in the
Davis-Stirling Act that requires a director to be a member in good standing,
that is, not owing any monies to the association?
ANSWER:
There is nothing in the Act requiring directors to be ingood standing.
However, associations can add that as aqualification
by amending their bylaws.
CANDIDATE WITH
UNRECORDED DEED
QUESTION: Our CC&Rs require that board
members be owners. The son of a member wants to run for the board. He has an
unrecorded Quit Claim deed (he claims it's unrecorded for tax reasons). Does this qualify
him to run for the board?
ANSWER:
No, an unrecorded deed does not qualify him to serve on the board. People who walk around with "pocket deeds" (unrecorded deeds they carry in their
pocket) usually do so for reasons other than taxes. If your non-member wants to
run for the board, he needs to record the deed and become a member of the
association.
ANNUAL MEETING
QUORUM
QUESTION: Do ballots establish
quorum for all actions at an annual meeting or only for the election part of
the meeting?
ANSWER:
Ballots establish quorum for the meeting
as a whole. However, new matters cannot be raised and voted on from the floor at
the annual meeting. Only incidental matters may be voted on by the membership, such as
approving the minutes, closing balloting, adjourning the meeting, etc.
Any
significant business requires notice to the membership, secret balloting, and a 30-day voting
period.
RECALL
REDUCED QUORUM
QUESTION: Regarding quorum
for a recall election, if a quorum is not established on the first try, is the recall
void? Would we set another date to establish a smaller quorum, as in a regular
election handled at an annual meeting?
ANSWER:
If your bylaws do not provide for a reduced quorum, the recall fails and
everyone goes home. If your bylaws provide for a reduced quorum, you set another
date as provided for in your bylaws. If you meet quorum at the rescheduled
meeting, you must also factor in the
size of your association. If your association has fewer than 50 members, the
removal of directors must be approved
by the affirmative vote of a majority of all members entitled to vote,
regardless of the reduced quorum.
Corp. Code §7222(a). If you have 50 or more members, the recall is approved
by the affirmative vote of a majority of the votes represented and voting, with
the affirmative votes also constituting a majority of the required quorum.
Cumulative voting may also be a factor in the recall effort.