Time and time again we hear that one of the biggest challenges in conducting annual Association meetings is simply achieving a quorum (in other words, getting enough butts in the seats). Without a quorum, business cannot be conducted, votes cannot be taken, and the Association’s operations are virtually stymied. The Association is forced to adjourn the meeting, and start the painful process of going door-to-door and begging for proxies all over again.
Possible Solution #1: Directed Proxies
If an owner knows he cannot attend a meeting (or just does not want to), he of course has the option of giving his proxy. However, some owners may be hesitant to entrust their vote to another. Employing directed proxies may be a way to remedy this problem and convince reluctant owners to provide a proxy. A directed proxy is just like a regular proxy, except that it contains a “direction” on how the owner wants to cast his vote on some or all of the balloted issues. The proxy holder then brings the directed proxy to the meeting and provides it to the inspector of the election (typically, the Secretary, who collects the ballots), and the Secretary would then attach the directed proxy to a ballot for counting. The directed proxy allows an owner to make his voice heard, without the “inconvenience” of attending the meeting!
Possible Solution #2: E-proxies (and eventually, E-voting)
We are, after all, in the electronic age—shouldn’t your Association catch up? If proxies given via email are not specifically prohibited by your governing documents, under the Uniform Electronic Transactions Act (“UETA”), as adopted in the Wisconsin Statutes at §137.11-.26, email proxies are valid if it is agreed and understood in advance by all involved that email proxies are valid and as acceptable as a written and hand-signed proxy. To accomplish this task, we would recommend that the Association, either through an addition to the Bylaws or to the Rules and Regulations, affirmatively adopt a rule that states proxies given by “electronic means” are valid. Allowing E-proxies is another way of offering convenience to your owners, and would cut down on the door-to-door hassle of obtaining traditional signatures on proxies.
Conducting fully-electronic ballot casting is an emerging trend with Associations nationwide. There are many ways to embrace “E-voting,” from conducting it through your established Association website, to using an online fee-based program (like “simplyvoting.com” or “ballotbin.com”), to collecting emails from owners. What each of these methods have in common, however, are inevitable and necessary changes to your Association’s Bylaws to specifically permit electronic voting.
If your Association is up for the challenge, do not hesitate to contact the Husch Blackwell LLP Condominium and HOA Law Team.