New York's Cooperative and Condominium Community




Electronic Proxies Can Help You Reach a Quorum

Frank Lovece in Legal/Financial

New York City

Electronic Proxies

Proxies are pieces of paper designed to let shareholders and unit-owners designate someone to vote for them in annual elections and referendums. With electronic proxies, says attorney Arthur Weinstein, you can print them out and use them in whatever manner your bylaws dictate.
Generally, a co-op shareholder or condo unit-owner who can't attend the annual meeting – maybe he or she is out of town on business, or in the hospital with a broken leg – needs to designate a proxy in order to cast a vote. The shareholder or unit-owner can tell that proxy how to vote or leave it to the proxy-holder's discretion. The only requirement is that the supplier of the proxy be in good standing – that is, a current shareholder or unit-owner.
You're not even required to use the official proxy form that the board generally sends out along with the ballot and other annual-meeting materials. A shareholder or unit-owner can sign any paper designating someone else to vote for them. The proxy-holder – the person whom the shareholder/unit-owner designates – doesn't even have to be a shareholder or unit-owner. He or she can be your visiting son or daughter who lives in Los Angeles, or the managing agent.
If your co-op or condo uses online voting, you can still designate a proxy, either by paper or electronically. "There’s nothing in the law that prohibits electronic proxies," says Glatthaar. In fact the Business Corporation Law specifically states that shareholders may authorize another to use a proxy by “telegram, cablegram or other means of electronic transmission.”
At the Surrey Strathmore cooperative in White Plains, New York, which Glatthaar represents, online voting is used for the annual elections. "Each shareholder," he says, "is given a specific identification number by a host company," such as the Arlington, Va.-based ElectionsOnline. (You can also manage online voting in-house via software from such companies as ElectionBuddy or OpaVote.) Glatthaar says the shareholder can then log on from a home computer, smartphone or tablet "as many times as they want to, to look at the candidates or propositions up for vote, and the bios, descriptive materials, whatever. Then once they vote electronically, the system will no longer let them vote. It will let them log on and view information, but will not allow them to cast a ballot again."
The Surrey Strathmore allows voting over a seven-day period. In other words, you don't have to be around on a particular day -– you can vote at any time, day or night, during the designated seven-day voting period. So co-ops or condos using online voting will have limited need for proxies. But it's always nice to know that you have a choice.

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