Can Board Members Vote by Proxy?

When COVID first hit and meetings were cancelled or suspended to remote only, the idea of voting by proxy was floated around. Now that we are used to remote meetings (and remote everything) the idea of proxy is still a little confusing since we may not be physically (bodily) present for our meetings. This confusion lies in misunderstanding what proxy means.

A proxy in this case is a document that a board member would use to have someone else represent them at a meeting or to vote in advance on a specific issue.

While we might be in meetings remotely, this still technically counts as being “in-person” as the law requires board members to be in order to cast votes.

So, can a board member vote by proxy?

No.

Can a board member vote via attending a meeting remotely?

Yes.

The law is very clear on this case for both HOAs and condo associations. Section 720.303(2)(c)3 of the Florida Homeowners’ Association Act clearly states that “directors may not vote by proxy or by secret ballot at board meetings.” The only exception to this is when secret ballots are used for the election of officers.  Section 718.111(1)(b), of the Florida Condominium Act gives the same instructions for condo associations.

Votes may only be cast in-person, the law goes on to state. But it is further clarified in the statute that “in-person” can qualify as remote attendance via telephone, video conferencing or other types of electronic or video communication. Unless there is a secret ballot election of officers, the votes must be cast openly and each vote must be recorded in the meeting minutes.

There you have it. Voting by proxy is a definitive no, while voting remotely is a yes.

Happy voting. And, as always, our team at Dania Fernandez and Associates are here to provide free resources and answer any of your community law questions or needs.