Conducting Association Votes

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Presentation given June 21, 2012 by Jeremy O. Evans at Vial Fotheringham LLP

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Conducting Association Votes

  1. 1. How To Hold An EffectiveOwners Association Vote
  2. 2. Different types of voteso Board meeting vote. Directors only.o Annual meeting vote in person. All members (or all members in good standing).o Special or written vote. All members (or all members in good standing).
  3. 3. Understand the rules before calling for a voteo The Declaration of Covenants, Conditions and Restrictions may speak to voting.o The Articles of Incorporation may speak to voting.o The Bylaws may speak to voting.o State law may speak to voting.
  4. 4. Vote Allocationo Board: Each Director has one (1) vote. In a condominium, directors still have one vote.o HOA: Each property usually has one (1) vote.o Condominium: Usually votes are based on square footage.
  5. 5. Voting Detailso Board: The idea that the President can only vote in a tie is not applicable. All directors SHOULD vote, regardless of their service as officers.o Board: If two joint owners of one unit/property are elected as directors (and that is permitted) they would each have a board vote, although they would share a member vote or votes.
  6. 6. Voting Detailso Unless the governing documents (Declaration, Articles, and Bylaws) say otherwise, every unit/property/member/owner gets to vote.o State law: Unless governing documents say otherwise, if joint owners vote differently, their vote is split.o Associations can adopt their own rule – Require designated owner. – Cancel both votes out. – Count the last vote cast only.
  7. 7. Calling a Voteo Clearly “put the question,” or define what is being voted on – “Raise assessments 10% next year” is better than – “Raise assessments 10% or raise them 5%” – Avoid vague votes: “to amend Article II Section 2 of the Declaration”
  8. 8. Calling a Voteo Clearly set the rules for the vote, deadlines. – Everyone present plus proxies – All written votes submitted by February 5 – When enough ballots are received to constitute a quorum
  9. 9. Calling a Voteo Clearly establish the type of voting, as early as possible. – Include type of vote in notice – Adopt a resolution for running the meetings of the Association – The Board, in a board meeting, or the Members, in a member meeting, can determine the type of vote to be called
  10. 10. Methods of Votingo There are many methods to vote. – Written ballot – Secret ballot (double envelope method) – Show of hands – Roll call vote – Black and white balls – Voice – Risingo Choose the most efficient method for the type of vote and size of the group.
  11. 11. Methods of Votingo Under state law, an association is entitled to accept in good faith a signed vote or proxy.
  12. 12. Number of Voteso Default rule: Straight voting – Each owner gets to vote once for each issue or board seat.o Alternative approaches may be in the Governing Documentso Cumulative Voting • E.g. if three seats are open, an owner can cast all three votes for one candidate • This is designed to protect minority groups
  13. 13. Proxy Voteso A proxy is an assignment of voting power to another person or person(s).o Do not confuse proxies with ballots.o If proxies are being voted at a meeting, be sure to establish how many proxies are present and who is voting them before conducting business.o Proxies are not permitted in board meetings.
  14. 14. Proxy Voteso A proxy should clearly state – The identity of the person giving the proxy – When it was given – How long it is good for (one year maximum) – Whether it is directed or open – Who has the right to use it
  15. 15. Proxy Voteso A proxy must be tendered to a Secretary for countingo A proxy CAN be rescinded at any time in writingo A proxy-giver automatically rescinds a proxy by attending the meeting
  16. 16. Required Voteso Most business will be by a simple majority of those present, plus proxies.o Some votes may require a specific percentage of votes of those present, plus proxies.o Some votes may require a specific percentage of the TOTAL number of members.
  17. 17. Questions? Next Manager Lunch: July 19th at noonPlease invite your boards to attend training here, next Thursday night at 7 pm.

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