QUESTION: Our board wants to send out proxies and ballots. Aren't they the same? Why send both?

ANSWER: Proxies and ballots are not the same. A ballot records a person's vote and is counted by the Inspector of Elections. "Proxy" means a written authorization  signed by a member or the authorized representative of the member that gives another member or members the power to vote on behalf of that member. (Corp. Code §5069; Civil Code §1363.03(d)(1)(A); Robert's Rules, 11th ed., p. 428.) At the membership meeting, proxyholders will be issued a ballot so they can vote. Unless the Election Rules state otherwise, boards are not required to send out proxies. With narrow exceptions, proxies must be in the proper format to be valid.

Potential Fraud. Along with the broad definition of signatures, two-page proxies create the potential for election fraud. Since there is no way to verify that proxyholders actually vote their ballots according to owner's instructions, the proxyholder can change an owner's vote.

RECOMMENDATION Under the new election laws, proxies have become problematic. The solution is to amend your bylaws to eliminate quorum requirements for the election of directors. This allows elections to be conducted entirely through the mail and dispenses with the need for proxies. To simplify your elections, contact us about amending your bylaws.