Legal talk: How to run proxy voting in New York condominiums and cooperatives

What is proxy voting?

Proxy voting in New York condominiums and cooperatives is the process that allows an owner or shareholder to give another person the right to vote on their behalf.

It’s most often used when someone can’t attend an annual meeting or election in person but still wants their vote to count. Proxies can be used to establish quorum, elect board members, or weigh in on important matters outlined in the agenda.

Because proxy voting is guided by governing documents, state laws, and local laws, each building’s rules may look slightly different. That’s why boards should always review their bylaws carefully and work with their attorney and property management company before finalizing proxy forms and procedures.
 

Types of proxies

Not all proxies are the same. In New York, most co-ops and condos use either directed proxies or general proxies. A directed proxy tells the proxy holder exactly how to vote. For example, selecting certain candidates in a board election.

A general proxy, on the other hand, gives the holder the discretion to vote however they choose once the meeting begins. Some governing documents may also set limits on who can hold proxies, such as requiring them to be another unit owner or shareholder.

Proxies also have time limits. For co-ops, New York’s Business Corporation Law states that a proxy is valid for 11 months unless it specifies otherwise. Condominiums must rely on their bylaws, which often adopt a similar timeline.
 

Proxy process

The proxy process in New York condominiums and cooperatives begins with the meeting notice. Managing agents must send notice to all owners or shareholders in advance, along with a proxy form when applicable. For co-ops, proxy voting is a statutory shareholder right under BCL §609; for condos, availability typically comes from the bylaws. The notice should clearly state the date, time, location (or online access information), and the purpose of the meeting.

Once forms are sent, residents can complete and sign their proxy, either appointing someone specific to represent them or leaving it more open-ended. Completed proxies are then collected by the property manager or designated board officer. It’s important to set a clear deadline for when proxies must be submitted so there’s time to verify signatures, check eligibility, and prepare for the meeting.
 

Voting procedures

On the day of the meeting, proxies are counted together with votes cast in person or electronically. Boards often appoint inspectors of election to oversee the count, which adds credibility and fairness to the process. Inspectors often review each proxy to confirm it was properly signed and dated, and they track any conflicts that may arise.

For example, if an owner or shareholder submits both a proxy and then shows up to vote in person, the in-person vote takes priority and the proxy is considered revoked. Similarly, if two proxies are submitted for the same unit, the one with the later date prevails.
 

Common challenges with proxy voting

Boards often face challenges around how proxies are collected, validated, and interpreted. One recurring issue is incomplete or improperly signed forms, which can make them invalid. Another is concerns about undue influence, such as a resident collecting multiple proxies without other owners or shareholders fully understanding what they’ve signed.

Property managers can help by providing clear instructions and consistent forms prepared by the association’s attorney. Boards can also reduce confusion by adopting rules that address submission deadlines, who may hold proxies, and whether electronic or scanned proxies will be accepted. Taking these steps upfront reduces disputes during the meeting itself.
 

The role of property managers during proxy voting

Property managers often play a central role in the proxy process. They are typically responsible for mailing meeting notices and proxy forms, collecting completed proxies, and maintaining the master list of owners or shareholders eligible to vote. On the day of the meeting, the property manager may serve as inspector of elections, counting both proxies and in-person ballots.

This role requires neutrality and accuracy, which is why many boards rely on experienced managers rather than trying to handle the process on their own. A skilled manager can also support compliance with local laws, help the board anticipate potential problems, and develop strategies to encourage participation ahead of time.
 

How boards can prepare

Boards can prepare for proxy voting by reviewing their governing documents at least a few months before the annual meeting or election. If changes are needed, such as updating proxy language or clarifying submission methods, it’s best to work with the association’s attorney to make adjustments well in advance. Boards should also think about communication.

Residents are more likely to return proxies if they understand why the meeting matters and what decisions are on the table. Sending reminders, posting updates in common areas, and providing clear instructions on how to complete and return a proxy all help boost participation.
 

About FirstService Residential

Proxy voting can feel complicated, especially when every building has its own rules layered on top of New York law. At FirstService Residential, we work with condominiums and cooperatives across New York to guide boards through the process from start to finish.

Our team helps draft clear proxy forms, track submissions, coordinate inspectors of election, and manage communications with residents. With our support, boards can run elections and meetings smoothly, avoid unnecessary disputes, and focus on the larger work of serving their community.

If your board is looking for experienced guidance on proxy voting and community governance, contact FirstService Residential today to learn how we can help.

This information is provided for general informational purposes only and is not intended to constitute, and should not be relied upon as, legal, regulatory, financial, or operational advice, or as a representation or guarantee of any specific services, capabilities, or outcomes. Property management needs, regulatory requirements, market conditions, and available services vary by jurisdiction, property type, and community. FirstService Residential provides services through locally based affiliates and associates, and services and results may vary by community, region, contractual terms, and applicable law.