In a 12 lot HOA  (T13-B)  with road obligations, one lot has been owned by John Doe until recently ownership changed to ABC Properties, LLC, a single member LLC registered to John Doe and who serves as clerk.  With respect to voting and holding office in the HOA, how would this work?  Is any proxy between John Doe resident and "John Doe - Clerk" required to vote; can an LLC be an office holder?  Thank you.

Keep in mind that the statute is concerned with parcels of land and the parcel owners, not residents.  The statute does not address the form of ownership so voting privileges by differing forms of ownership should be part of your bylaws. 

Parcels may be owned by individuals, a group of individuals, partnerships, LLC’s, trusts or corporations, etc. The procedure to call meetings is the same for each (§3101.2) “Copies of the warrant or similar written notice must be mailed…..to the owners of all the parcels benefited by the private road….. at the addresses set forth in the municipal tax records …..”  Therefore, your meeting notices must be addressed to the parcel owner as the owner is listed in the municipal tax records, not to the parcel resident.  So, in my opinion, you should take the position that if the municipal tax records list the LLC member on the tax records that is the individual that holds the privilege of voting.

But what if the tax records do not name an individual and only names a corporation, trust, or partnership and your bylaws are silent on the issue?  

 You are in luck, §3101.4 stipulates, “The call to a meeting may state that an owner may elect in writing to appoint another owner to vote in the owner's stead.” And therein lies the likely answer to your dilemma.  You may stipulate in your call to a meeting exactly how you will recognize individuals eligible to vote as well as how absentee ballots and proxies are handled.  For example, for an LLC you may require a letter from the managing member stating who is eligible. Corporations, trusts and partnerships can be treated in a similar manner.

You may want to seek legal counsel as to the extent of the association’s responsibility to verify statements made by owners, but I suggest keeping it simple. 

Similarly, eligibility for officer positions should be clearly addressed in your bylaws and if they are not then consider amending them. 

The association is an HOA identified by the Secretary of State as type "nonprofit corporation (T-13-B)", operating to my naive understanding as a MUTUAL vs PUBLIC benefit corporation.

The information on proxy handling seems to address the dilemma directly.  Would a fair interpretation be:  The corporate (LLC) lot owner may appoint another lot owner to vote in its stead by duly issuing a written proxy?  The LLC per se  has no agency unless stipulated in the bylaws?  

Sincere gratitude for all suggestions and insight!