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Voting by Proxy as a Board Member: Can You Do It?

You’re a board member and you can’t be at a meeting for a big vote. No big deal, you can vote in advance or send your written vote along with another BOD member, right?


This one is crystal clear. Board members cannot vote by proxy.

Proxy is defined by Black’s Law Dictionary as “A person who is substituted or deputed by another to represent him and act for him, particularly in some meeting or public body.”

Florida Statute § 720.303(2)(c)3 states, “Directors may not vote by proxy or by secret ballot at board meetings, except that secret ballots may be used in the election of officers.”

There you have it. Proxy voting is never an option for any director on the BOD. And the only time secret ballots are accepted is in the election of officers, but there is still never a time when proxy voting is accepted.

So, a board member can only vote in person, but what about remote meetings via Zoom, phone or other electronic means? This question has come up a lot recently in light of the COVID-19 epidemic. And the answer is that, yes, remote meetings still count as in person votes.

“In person” doesn’t have to mean the physicality of being in a board meeting if the meeting is taking place online or over the phone. But the rules of voting by proxy still apply. If a board member can’t be present for a remote meeting, they may not vote by proxy.

We hope this answers your question. If you have any more legal questions about your HOA or condo association, we are here to help.

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