We have all probably heard by now that the Arizona Legislature outlawed proxy voting by members of a community association nearly 20 years ago (except for Condominiums during the period of Declarant Control). In other words – an owner cannot vote on behalf of their neighbor at the annual meeting or in favor of a CC&R amendment, etc. But what about Board member votes at a Board meeting? What if a Board member is traveling out of the country and can’t be at the meeting? Can they have one of their friends on the Board vote on their behalf? While the concept may seem simple (authorizing someone else to vote on your behalf)the legal reality is more nuanced, especially when it comes to distinguishing between member voting and board voting. So what does Arizona law actually allow?
No Proxy Voting for Members (With One Limited Exception)
Let’s start with the basics. In most Arizona community associations, members are not permitted to vote by proxy. This has been the rule for nearly decades following legislative reforms intended to promote transparency and direct participation.
Pursuant to A.R.S. § 33-1812 (for planned communities) and A.R.S. § 33-1250 (for condominiums), proxy voting is prohibited, with one narrow exception:
- Proxies are permitted in Condominiums during the period of Declarant control (i.e., when the developer still governs the association).
For all other cases, whether it’s voting in a board election, approving a CC&R amendment, or casting a ballot at the annual meeting, members are prohibited from voting through a proxy.
What About Board Member Proxy Voting?
This is where it gets interesting. Board members are governed by a different statute in Arizona’s nonprofit corporation laws.
Pursuant to A.R.S. § 10-3824, a board member may appoint a proxy to vote on their behalf at a board meeting, but only if:
- The association is incorporated as a nonprofit corporation (which most Arizona HOAs are), and
- The governing documents—specifically, the Articles of Incorporation or Bylaws—expressly permit proxy voting among directors.
In other words, this statute doesn’t grant automatic authority to vote by proxy. It simply allows board proxy voting if and only if your association’s governing documents allow it.
Important Caveats
- If the Articles or Bylaws are silent, proxy voting at board meetings is not allowed, even if all directors agree informally.
- A.R.S. § 10-3824 is permissive, not mandatory, meaning it does not override your documents; it only authorizes what they already allow.
- Board proxies must be in writing and signed.
Practical Implications for Your HOA
If a board member is traveling abroad or unable to attend a critical meeting, they cannot send someone in their place to vote—unless your governing documents permit proxy voting by directors. Even then, the proxy must be properly executed and limited to another director.
If you have any questions regarding these materials, please reach out to the firm for assistance. Call us toll free at (800) 743-9324 or email moc.w1757117774albdh1757117774c@ofn1757117774i1757117774.
The information contained in this article is not intended to be legal advice and is provided for educational purposes only.
