Our association has a heated election every year. One of the candidates running in a recent election was given an owner’s proxy, which they put in the ballot box. However, that owner passed away between the time of giving the proxy and the annual meeting of election. Does that proxy still count as a vote, seeing how the unit owner was deceased by the election date?
Pursuant to §609 (c) of the Business Corporation Law (and §609 (3) of the Not-for-Profit Corporation Law), “the authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.”
Based upon this provision of the law, the vote made pursuant to the proxy should count as a vote unless the Association (through the officer responsible for maintaining the list of shareholders) was notified in writing of the death of the shareholder prior to the vote.