Re: Advice Requested on Co-Housing Condos
From: normangauss (normangausscharter.net)
Date: Fri, 1 Jul 2005 11:59:54 -0700 (PDT)
The California provision that proxies not be allowed for voting in board
meetings seems to be relatively new.  It also is, by option, amenable to
being bypassed if desired.  I don't know the details of how this would be
done.  Any way, here is the exact citation:

Corporations Code § 7211(a)6.  Board Meetings; Notice; Quorum; Consent to
Act Without Meeting.

(6) Members of the board may participate in a meeting through use of
conference telephone or similar communications equipment, as long as all
members participating in the meeting can hear one another. Participation in
a meeting pursuant to this subdivision constitutes presence in person at the
meeting.

This is explained in detail on the website www.davis-stirling.com

DIRECTOR VOTING BY PROXY NOT ALLOWED

Although members can vote by proxy at annual and special meetings of the
membership, directors cannot vote by proxy at board meetings nor can they
use proxies to establish a quorum. Proxy voting by directors is incompatible
with the deliberative nature of board meetings and a director's due
diligence requirements. Directors must be present in the meeting either
physically or by speaker phone, so they can hear and participate in the
deliberations of the board and thus fulfill their fiduciary duty of due
diligence.

Unless prohibited by the Bylaws, directors may participate in board meetings
via conference phone, as long as all members participating in the meeting
can hear one another. This allows directors to fully participate in the
meeting and hear each other comments. This constitutes presence in person at
the meeting. Corp. §7211(a)6.







----- Original Message ----- 
From: "Raines Cohen" <rc2-coho-L [at] raines.com>
To: "Cohousing-L" <cohousing-l [at] cohousing.org>
Sent: Friday, July 01, 2005 6:46 AM
Subject: Re: [C-L]_ Advice Requested on Co-Housing Condos


> On 6/30/05 7:04 PM, normangauss [at] charter.net <normangauss [at] 
> charter.net>
> wrote:
>
> >Proxies at HOA Board meetings is illegal in California.
>
> Norm,
>
> Can you cite the code section which says so? This is the first I've heard
> of this restriction.
>
> Raines
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