associations concerning the proper use of proxies and their legal requirements often results in their misuse. 

First, understand that a proxy is the authority given by one person having the right to do an act (i.e. to vote) to another (the proxy holder) to undertake the designated act for that person. 

However, community association board members may not give their director proxy to another board member to be used as a vote at a board meeting.  This would be construed as a board member’s abdication of his/her fiduciary duties as established by the California Corporations Code.

But any member of the association may give his/her proxy to another person for purposes of voting at any meeting of members, unless this right is limited by the association’s Articles of Incorporation or Bylaws. 

For example, assuming there is no limitation in your Association’s governing documents, members could use proxies at the annual meeting of the membership where members are elected to serve on the association’s board of directors or any special meeting of the membership called for an authorized purpose.

There are several key points to remember about the legal requirements pertaining to valid proxies.  For starters, a proxy must be signed by the “member” to be valid.  Remember in most associations, a “member” is generally defined as the record title owner to the unit or lot. 

However, the proxy holder does not need to be a member of the association unless your association’s governing documents contain this requirement.

A proxy holder is under a fiduciary duty, as an agent of the member, to obey the directions given by the member, as the grantor of the proxy.  For example, in most community associations, the proxy form offers the member several options:

Another important legal requirement is set forth in the California Corporations Code.  If proxies are distributed to 10 or more members in a corporation (association) consisting of 100 or more members, it must afford the member an opportunity to specify approval or disapproval on each matter or group of matters to be decided.

Thus, on each issue to be voted upon, the proxy form must offer the option to vote in favor, against or abstain on that issue.               

Proxies are considered valid for 11 months from the date it is signed, unless language contained within the proxy itself states otherwise.  The maximum term of any proxy is three years from the date of execution.

Further, a proxy can be revoked or withdrawn by certain acts, such as if the member who previously granted the proxy attends the meeting and votes in person, the proxy is then revoked.  Also, a proxy can also be revoked if the member delivers a written document to the association stating that his or her proxy is revoked.

Lastly, a proxy is revoked by a subsequently dated proxy signed by the same person.

As you can see, there are certain legal requirements which must be satisfied to have a valid proxy. 

Invalid proxies cannot be used to cast votes at a meeting.  Further, any action taken at a meeting of the members using invalid proxies may render the decision of the membership void, depending on the number of invalid proxies cast and the requisite number of votes needed to pass the proposed action. 

If you have questions concerning the procedure for using proxies at your association or even the validity of proxies, you should contact your community association’s legal counsel to avoid any future challenges to the vote taken.

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Laura V. Kwiatkowski is a member of the Community Associations Institute (CAI) and is a San Diego attorney.  Readers can visit the CAI website at www.cai-sd.org and can get their condominium or homeowners association questions answered by calling the Community Associations Institute at (619) 299-1376 or e-mail at q&a@cai-sd.org or sending questions to: Condominiums, Homes, San Diego Union-Tribune, P.O. Box 120191, San Diego 92112-0191