As previously discussed, this Election may change the direction of the Aquarina Community if the Candidates with different policies than the current Board are voted to a position to create a new Board. It appears that the current Board is scrambling to hold its majority and policies, e.g. apparent confusing election process directions for voting, and a hurried vote for an assessment to the property owners for The Brassie Grille expansion at a Board Meeting, which overlaps the time period allotted for the voting Registration process. Hmm.
Here are some comments on the Board’s email to the Residents on the coming Election voting procedures.
Board comments are followed by our comments in red.
This communication is being sent to help clarify the proxy process for the upcoming annual meeting.
This communication is being sent to help clarify the proxy process for the upcoming annual meeting.
At the last board meeting we answered some questions in a general manner regarding the handling of proxies and have since asked the association’s counsel to provide further guidance on some of those questions and the applicable provisions in the governing documents.
The following is applicable to the proxies for the upcoming annual meeting:
- Proxies may be used for quorum and voting
Be Careful here – If a Proxy will be tendered to someone, (and it should not be a Board member if you are not in approval of the current Board’s policies, since that Board member will certainly place a vote for a like-minded Director Candidate to continue the Board’s majority), then the Proxy provider should mail in a Ballot, and write on the Proxy that a Ballot was mailed in. I would think that there should be an ability to do this on the Proxy. Providing a Proxy to a Board Member in particular, where the Member has a right to vote for whom the Member wants is self-serving to the Board, and is not election integrity. Remember that this Proxy offers the ability to establish a Quorum AND vote. The Resident offering the Proxy to establish a Quorum should not lose the right to vote with this Proxy.
- The Secretary, or other executive board member properly substituted for the Secretary, may hold and vote proxies – this includes votes cast in the election of directors
Be Careful here – Where is there a check and balance that limits the Proxy in voting? The Proxy holder should look at the sign-in Register which should show if the absentee Voting Member has voted by mail, therefore making the Proxy holder prevented from voting. Do you really want to provide a Board member your Proxy to vote if you’re not in agreement with the Board’s policies? The Board member will vote for Candidates that support the current Board.
- No member, other than the Secretary or, other executive Board member, properly substituted for the Secretary, may hold or vote more than five (5) proxies
Be Careful here – Again, as stated above, if you are not in approval of the current Board’s policies, then do you want to tender a sitting Board Member your proxy to be able to vote five Proxies for a like-minded Candidate for the Board to ensure its majority?
- Proxies must be received by the association at least one hour in advance of the meeting
Be Careful here – Our Bylaws state 24 hours “before” the appointed time of the Meeting that Proxies should be submitted. With all the moving parts of this Meeting, (e.g. the Election of Directors), the gathering, the counting, and entering of Proxies to the sign-in Register should be done in a less stressed time then the day of the Election; not minimal hours before the Meeting and the Election.
- Only members present in person or by proxy count toward quorum, those in attendance by phone or Zoom will not count toward quorum
Be Careful here – Remember when we were told to email or bring the Proxy to the Meeting? Why? This creates confusion. You have signed the Register and you’re physically at the Meeting. The Register should show if you sent in a proxy or mailed in a Ballot. May it be possible that the Proxy you brought in gets counted, and you get counted again as being there? Hmm. As an example of this lax election administration, the last time there was an election of Board Director Candidates in the number that we have now with this same like-minded Board, I had mailed in a completed Ballot as directed, and was provided another Ballot upon my entry to the Meeting. Again, Hmm.
BTW – if as directed, you emailed your Proxy, then even more glitches can occur, e.g. a lost email. An emailed Proxy should be replied with a “Received” email to show it was delivered. With the emailed sent Proxy should be an included message stating for which Board Candidates the Proxy should vote, or the Proxy provider should document for the Proxy not to vote for anyone. Now the Proxy is strictly for establishing a Quorum, and to address procedural matters at the Meeting, unless otherwise directed by the Proxy provider. Will this occur? Are received emailed Proxies noted on the Register of Property Owners?
The association has decided to take an ethical approach to handle the uncommon provisions in the governing documents that permit voting of a proxy by the Secretary, or other executive board member properly substituted. See question 3 and 4 of the FAQ’s below for more info.
This statement sounds as a favor to the Residents; it’s the process that is expected for an HOA election, not a favor to the Residents.
2022 ANNUAL MEETING PROXY FAQ’s
1. If I submit a proxy (regardless of the designee) but attend the meeting in person, what will happen?
As a voting member in attendance at the meeting you will count toward quorum and will be able to vote your own ballot.
Be Careful – Here is the confusion. Why bring the Proxy as directed, if you’ll physically be there, which will cause confusion. To clean this possible confusion up, the Proxy should be deleted and destroyed at time of Registration sign-in to prevent any duplicates.
2. If I do not submit a proxy but attend the meeting in person, what will happen?
As a voting member in attendance at the meeting you will count toward quorum and will be able to vote your own ballot.
That’s a correct statement; however and hopefully, there was a Registration sign-in process in place to record the Resident Voting Member and provide the Member a Ballot.
3. If I do not attend the meeting in person and I submit a proxy designating the Secretary OR a Specific Individual as proxy, what will happen?
It depends on whether or not you have submitted a ballot. If you have properly and timely submitted your ballot then your proxy holder will simply count toward quorum and they will not vote your ballot. Otherwise, your proxy holder will count toward quorum and is entitled to vote a ballot on your behalf.
Be Careful here – You don’t want this situation to occur by tendering your Proxy where the Ballot “and” the Vote goes to a Board Member. You should be sure to mail in a completed Ballot as directed, especially if you are not in favor of the current Board’s policies and want new Directors for a change in the Community. Otherwise, the Board Member will vote for current like-minded Director Candidates for the Board to hold its majority. Question – what is the process for the Board Member to determine if a received Proxy had mailed in a Voted Ballot or directed the Board Member not to vote?
4. Will the Secretary, or other executive board member, vote a proxy on behalf of a Voting Member, if a ballot has not been received for that Voting Member?
This year the Secretary is a Candidate for the Board, running for re-election. The board has decided to take an ethical approach to address this provision in the governing documents that permit the Secretary, or other executive board member properly substituted for the Secretary, to vote as proxy for a voting member. Prior to this year’s Annual Meeting, the Board will approve an action substituting the Treasurer for the Secretary. As a result, the Treasurer will be the substituted executive board member who will hold any such designated proxies for quorum and voting, as applicable. This approach was provides an ethical solution to fulfilling the provisions of the governing documents and the duties of the proxy.
Be Careful here – Having someone other than a current Director running as a Director Candidate handle the Proxies is not a favor to the Residents, but a must, ethically. It is well known that in this Election the current Board is in danger of losing their majority position because many of the Director Candidates are not in favor of current Board policies.
Further, it would seem to me that a Resident should have a choice to vote or not. If the required Proxy is tendered for a Quorum without also a Ballot, then does the Proxy holder have the right to vote on a Ballot? My advice is that if a Resident chooses not to vote, then it better be noted on the Proxy, therefore limiting the Proxy to solely establishing a Quorum, and NOT for voting.
Other items to note regarding the annual meeting:
- Sign-in for members and proxy holders will begin at 1:30 pm at the Community Center.
- If you are a proxy holder, we encourage you to sign-in between 1:30 pm and 2:00 pm.
- The annual meeting begins at 3 pm.
- Election materials (Ballots/Envelopes) will be available for those present in person at the meeting and will be provided to members and proxy holders accordingly.
If it was the intention to create a confusing atmosphere, then this Board, not surprisingly, has done it. The Board has called for a Board Meeting to establish an assessment for the Aquarina Residents to partly pay for The Brassie Grille expansion; certainly a controversial matter. You would think that a fair minded Board, realizing the controversy, would bring this forward after the election of new Board Candidates, but no. These current Board Directors want to scramble to pass the assessment before the Election.
The Board agenda shows an Open Forum at the end of the agenda, which may be heated. Do you realize the timing of this Board Meeting overlaps the time allotted for the Registration sign-in for the Meeting with the Directors’ Elections? Intended? Hmm.
How to avoid the apparent created distraction of this coming Election for Board Directors is for the Resident Voters to be focused on the following.
- A priority action is to complete the Registration sign-in to verify your presence at the Meeting.
- During your registration, make sure your name is associated with your Aquarina property address and you receive a Ballot.
- If you bring in your Proxy, then make sure you keep it, and don’t give it to anyone unless it is destroyed it in your presence. Your presence goes to establish a Quorum, and your Ballot will be for “you” to vote. The Proxy is meaningless and could cause duplicates if it is not destroyed and given away.
- If you emailed your Proxy, then make sure it was received. Also make sure you decided how to vote, i.e. a Mail in Ballot (make sure it was received) or if you want the person assigned your Proxy to vote, then you note in your email for what Candidates the Proxy to vote, and it not being the voting decision of the Proxy holder.
- If you mailed in your Ballot, then it should be noted on the Registration Book when you sign-in, and an additional Ballot should not be provided. If you are told that your Ballot was not received, then we have an “Hmm” moment. You can take another Ballot, but it should be noted in the Registration Book that it’s a second Ballot and why.
Remember, the Board, who is administrating the election, is in a self-serving position with the Proxy process. The Board majority is in jeopardy with five Board Director Positions open and 11 Candidates running. Be diligent with the voting and how it is handled, to hopefully result in a fair Election.
GOOD LUCK TO US ALL