Discretionary Proxies. In elections where members assign undirected or discretionary proxies to the board of directors, the board may vote them as they choose. The board may:
- use them for quorum purposes only,
- cast votes evenly between the candidates, or
- vote for particular candidates (including themselves if they are candidates)
Executive Session. The decision by the board on how to cast votes may be done in executive session. Because the election laws require secret balloting, the board is not required to discuss and decide in open session how it intends to vote their proxies.
Directed Proxies. Directed proxies are proxies where the owner has indicated on the proxy how the proxyholder is to vote for the owner. Directed proxies assigned to the board must be voted as indicated on the proxy.
Recommendation: To eliminate potential discord created by board proxies, associations should amend their governing documents to eliminate proxies and eliminate quorum requirements for the election of directors.
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