Can a Florida HOA Reject the Votes of a Tenant Proxyholder?

Question: I recently attended the annual meeting of my homeowners’ association. Many absentee owners sent in proxies. The association’s attorney advised the association to reject several proxies because they named a tenant as the proxyholder. The attorney said that only association members may serve as proxyholders. Is this true and should these proxies have been disregarded? (T.Y. via e-mail)

Answer: It depends. There is nothing in theFlorida Homeowners’ Association Act (Chapter 720 of the Florida Statutes) that specifies or limits who may serve as a proxyholder. The statute only provides that, to be valid, a proxy must be dated, must state the date, time, and place of the meeting for which it was given, and must be signed by the authorized person who executed the proxy.

The Florida Not For Profit Corporation Act (Chapter 617 of the Florida Statutes) similarly contains no limitations on who may serve as a proxyholder. Rather, this law provides that a member may vote by proxy executed in writing by the member or by his or her duly authorized attorney in fact. The only reason provided in Chapter 617 for rejecting a proxy appointment is if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubting the validity of the signature on it or the signatory’s authority to sign for the member.

While there is no legal limitation on who may serve as a proxyholder, it is possible (and somewhat common) that the association’s bylaws may do so. Such a provision, if properly adopted, in my opinion is valid. Many of my association clients include proxy limitations when updating their bylaws, but such restrictions are far from universal.

 

Originally posted on the Florida Conda HOA Law Blog