Board Elections

Yesterday was our 2nd Annual Meeting. Was wondering is anyone else had a similar situation and how they handled it? Ideas?

Our Declaration clearly states that we have a 1 vote cast per lot. We had 2 open seats (and 3 candidates). We created a ballot with the three names, and a space for a write in. This is how it was done at the first annual meeting held by the developer as well.

People wanted to vote for 2 candidates. We had to explain that 1 vote per lot was to vote to put a candidate in a seat, not to vote for specific positions. Positions are at the discretion of the Board, not the members. Top two vote getters get elected. We didn't write the rules, we just had to follow them. A loud discussion followed.

We had then had a big melee regarding voting. The meeting spun out of control. I finally had to pull out the covenants and explain that regardless of the dispute the Board has discretion and their decision is final. No one liked it, but it ended the yelling. Vote was taken, members elected.

Does anyone have similar covenants and handled it differently? Explained it differently? I felt perhaps we didn't explain it well enough.

Input is appreciated.

Lisa, I don't quite understand your explanation of 1 vote per lot.
Our Association also has 1 vote per lot and if there were two open
postions and three candidates then you would vote for two people
only once. If you had more than 1 lot then you would have 1 vote for each lot.
The two people receiving the highest number of votes would
be elected for the length of the term described in your
governing documents.

The one vote rule is exactly how Linda described, it is meant to only allow 1 vote per household. It more comes into play when voting on capital expenditures and restriction change proposals. For Board elections, should be able to vote for 2 candidates if there are 2 positions open. It is similar to a board of trustees election at a city level (Select up to 2 members).

Lisa: It sounds to me as though your original developers may have misinterpreted or at the very least, miswritten your covenants/by laws.
As a number have replied to your dilemma, the one vote per lot rule is intended to allow each lot one vote per the number of openings on your board.
I have never heard of a case where the membership votes for the position a member will hold on the board - that's un-American!
We don't vote for the positions our Senators and Representatives will hold on committees do we?
I would consult with your attorney about how your rules are being interpreted.
Lastly, if you need a 2/3 vote to change the rules you should politic for the change and of course include proxies for those who cannot attend the meeting to insure a 2/3 voter turnout.

Lisa, problems often happen in new organizations. Education of members of a new organization can help reduce heated discussions. You quoted the Declaration; I would refer to bylaws. The purpose of Bylaws is to set forth the operational procedures of an organization. Normally bylaws include "can be amendmented by a majority vote of the members voting in person or by proxy, one vote per lot, at a duly called meeting of the members". If the members want to change organizational procedures, the bylaws provide the means to effect the desired change effectively. These changes are applicable so long as they comply with the Declaration.

Concerning all of the posts on this subject, we have no method of voting for a board of directors. I believe this is to be located in the CC&R.
The originating subdivider was the last person on a board of directors, but no provision has been made for the election of directors there after. So far when a person wants to step into the position no one objects. We have 160 lots with about one third of them developed. I personally have challenged the current person who is in the position of president of the association. I think the original developer wanted to make election of board members as hard as possible so that it would not happen. We have no reason to have a HOA, but it is required by our state laws before anyone can subdivide property. It is very hard to get any one to participate in the association and for years just the annual meeting was held. I do not even know who did this. They held the meeting and as one or two people showed up, they called the meeting off due to lack of members. We have no common ground, nor any reason to have a HOA, except for the state law.

Jimmy,

If your Association is incorporated, the following State law would apply:

§ 17-19-804. Election, designation and appointment of directors.

(a) If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.

(b) If the corporation does not have members, all the directors, except the initial directors, shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors, other than the initial directors, shall be elected by the board.

(Laws 1992, ch. 53, § 1.)

Tim

LynetteB,

I am curious. If the BOD can amend the Bylaws, does your association have a quorum requirement for electing directors?

The reason I ask is that most entities require a larger percentage to approve changes to laws (in your case the Bylaws. Our quorum for elections is 50 plus 1, while approving changes to Bylaws require 51% yes of the voting members. Your case it appears that a majority of the Board can change your Bylaws.

I am completely against a BOD having the ability to change by themselves an Associations governing documents. Our documents state that the CCR's and Bylaws must be passed by 2/3% and 51% majority respectfully. I would also put the Rules and Regulations under a seperate committee to oversea those changes and updates.

We are going to have our documents updated shortly by the law firm at Davis-Stirling.com. As I mentioned, the biggest issue that is being changed is eliminating quorum for the election of directors and to set quorum for an annual meeting to those present and in attendance. The job of the Board and its committees is to get more owners involved. Right now they could care less. Leadership starts at the top.

Richard,

Frankly I don't know how reducing or eliminating the quorum requirements is going to result in more members getting involved. If you think so then I believe you'll be in for a rude awakening. And, I seem to recall your biggest objection to the election process was that the board has been elected by acclimation for a number of years. Reducing or eliminating quorum requirements will have no effect on whether or not this happens again in the future. If there is only one candidate for each open position, acclimation is not an unusual way to elect. Reducing or eliminating the quorum requirement is only going to result in less members being involved in the election process. If you are concerned with not being able to achieve a quorum then the best route to take is to allow for mail-in ballots. This is now law in AZ and it has worked quite well.

Since bylaws address administrative procedures I see nothing wrong with the BOD having the ability to amend w/o a vote of the membership. However, I do not agree that a committee should have the authority to change the rules and regs. In fact, IMO, the rules and regs should require a member vote as they have the same authority as the CCR restrictions.

Eliminating quorum requirement will have everything to do with changing the current process. The most important part will be that everyone that cast a ballot will have their vote counted (as long as they are in good standing) For the last 8 years , an average of 40 ballots have been cast out of 317 units. In California, elections are held by a combination of secret ballots and proxies (if allowed by governing docs). All of the ballots have been thrown in the trash, because the required quorum of 159 hasn't been met. The only way to get a seat at the table would be to be friends with one of the board who controls the rest and you have a seat for life. I went through the election process last November, and as an election professional, the system is seriously flawed.

After reading the posts on this site, I would never give any BOD the power to change/amend the CCR's, Bylaws or Rules and Regulations on their own. The Bylaws, IMO, are the most important documents governing the day-to-day affairs of an Association. To leave the task of changing or amending how an Association operates in the hands of so many inept individuals is criminal. Of all people, you have seen first hand some of of the nonsense that BOD operate by.

Lastly, you feel I would be in for a rude awakening if we couldn't get more members involved. I look at it as a challenge. I live in Los Angeles, which has local Neighborhood Council, similar to our HOA in structure. In one year, the attendance at their monthly meeting went from 8 people to almost 200. Why, leadership and performance. Nothing will happen here as long as the BOD, who have final say on anything that happens here, continues to govern in the current matter.

Financially, our HOA is in pretty good shape. I suspect that the developer put them on the right track. Other than that, we have problems that need to be addressed. Every California meeting law (whether open or executive) have been broken, lawsuits are eating away at association funds. Essentially, we have 5 pencil pushers who rely solely on the PM and attorney to run this place. None of them have ever bothered to research Association law. Hopefully, all this will change in the next few months.

Dee,

IMO, it would be the BOD's resp. to prevent a vote from taking place if the issue in question would create a violation of the gov docs and/or state law if passed. That's why there is a BOD -- to properly manage the assn. IMO, it would be a violation of their fiduciary resp to the assn if they allowed something like this to happen. Of course that's my opinion; I'm not an attorney. If a situation like this should present itself the BOD would be wise to seek legal counsel.