Cohousing-L Mailing List: Re: Nonresident owners?

[evdavwes (evdavwes]

Michael,


Thanks for this story.  Our community is considering re-examining what we want 
from proxies.  We currently allow proxies, and there are no restrictions 
written into our bylaws.  We typically use proxy to establish or fortify a 
quorum to have a meeting (we have to have most than 50% of members present to 
have a quorum), and to vote on the budget.   But there is no legal reason why 
an absent owner could not appoint anyone (even someone who is a "stranger" to 
us) to come to a meeting and participate in the consensus process, including 
"blocking.".  Some of us feel we should tighten this up in a way similar to 
what your community has done.


It would be very helpful for you to share the language that you have put into 
the bylaws to accomplish what you have done.  I would also be happy to hear 
from other communities how they handle proxies in there bylaws.


FYI here is the text from our bylaws, which I think is routine language for 
HOA's put in by our original lawyer.  





Section 3. Quorum: Except as otherwise provided in these Bylaws, the presence 
in person or by proxy of a Majority of Owners shall constitute a quorum.


Section 4. Proxies: Votes may be cast in person or by proxy. Proxies must be in 
writing and filed with the Secretary before the appointed time of any meeting.



Thanks 

David Clements
Westwood Cohousing, Asheville, NC





Date: Mon, 21 Mar 2011 00:34:42 -0400
From: Michael Barrett <mbarrett [at] toast.net>
Subject: Re: [C-L]_ Nonresident owners?
To: Cohousing-L <cohousing-l [at] cohousing.org>
Message-ID: <4D86D562.60706 [at] toast.net>
Content-Type: text/plain; charset=ISO-8859-1; format=flowed

Our original bylaws were written saying that our consensus decisions 
were to be made by people present at the meeting.  After having 
decisions contested by a non-resident owner by "proxy", we learned of 
the insufficiency of our bylaws.  Proxy wasn't even mentioned, and an 
attorney advised us that "present" needed to be clearly defined as it 
could be interpreted in different ways (for example: electronic presence).
We revised the bylaws (laboriously and with an attorney's advice and 
review), proposed them, and predictably had consensus blocked (remotely 
by the non-resident owner).  Then _very carefully_ (to avoid a legal 
challenge) we went through our post-block process - which includes a 
possible override vote with an 85% majority required.  For the first 
time ever (I think) the override vote was used and the bylaws were 
changed.   (Although not required, every household voted).
"Present" is now defined in "Definitions" in the bylaws as meaning 
physically present in the room.  The bylaws now also say no electronic 
representation is allowed and no proxies are allowed.  Non resident 
owners are permitted to submit limited written material to be read at 
the meeting, with that to be included in the minutes. Non residents can 
also always seek support from resident owners.