Condo Board messed up election process?

[Noelgroup]

Our Condo Board has sent out AGM notice and agenda for next week that includes nomination of two candidates for two director vacancies. The bylaws state election at the AGM, in person or by proxy, yet the AGM papers include a mail Ballot with the two names and the general proxy includes the two names but no space for a written in nomination. Due to usual poor attendance, proxies are being collected to enable a quorum, including their votes, yet the agenda includes nominations from the floor (as set out in the bylaws but which do not stipulate ballots). Also the Board have 'acted' as the nominating committee and proposed 2 names for 2 places (and does this not contravene the NC Condo Act 47C which states the Exec Board cannot elect its own officers?). The bylaws do not include setting up details for a nominating committee and at no time during the year was there any opportunity to put other names forward. A member has put his name forward but the Board have said they will not send out his bio or name and he has been told to mention it at the AGM under nominations from the floor. Surely this is too late in an already flawed process??

[Rob Elsman]

Our Condo Board has sent out AGM notice and agenda for next week that includes nomination of two candidates for two director vacancies. The bylaws state election at the AGM, in person or by proxy, yet the AGM papers include a mail Ballot with the two names and the general proxy includes the two names but no space for a written in nomination. Due to usual poor attendance, proxies are being collected to enable a quorum, including their votes, yet the agenda includes nominations from the floor (as set out in the bylaws but which do not stipulate ballots). Also the Board have 'acted' as the nominating committee and proposed 2 names for 2 places (and does this not contravene the NC Condo Act 47C which states the Exec Board cannot elect its own officers?). The bylaws do not include setting up details for a nominating committee and at no time during the year was there any opportunity to put other names forward. A member has put his name forward but the Board have said they will not send out his bio or name and he has been told to mention it at the AGM under nominations from the floor. Surely this is too late in an already flawed process??

What exactly are you wanting to know about Robert's Rules of Order?

[Robert B Fish]

You have correctly observed both the reason that RONR says proxies may not be used unless your bylaws provide for using proxies (in which case you must also adopt procedures for their use) and why RONR states forcefully that the organization should never adopt rules in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. [page 409].

If your organization has adopted the rules, your organization must live with the results.

-Bob

[Noelgroup]

You have correctly observed both the reason that RONR says proxies may not be used unless your bylaws provide for using proxies (in which case you must also adopt procedures for their use) and why RONR states forcefully that the organization should never adopt rules in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. [page 409].

If your organization has adopted the rules, your organization must live with the results.

-Bob

Thank you Bob - the only thing adopted in the Bylaws is that elections take place at the AGM in person or by proxy. No mention of ballots or nominating committees or how to put your name forward. So the Board is currently processing mail ballot votes and proxies for 2 named candidates - and still intends to hear nominations from the floor at the AGM.? It just doesn't seem to me to be correct? And the Board were acting as the 'nominating committee'? R.

[Noelgroup]

What exactly are you wanting to know about Robert's Rules of Order?

Hi - I'd like to know what rule I can use to stop the AGM from proceeding with the elections and this flawed election process of collecting ballots and proxies for 2 named candidates - and then going theough the motion of hearing nominations from the floor at the AGM when the majority have already sent in proxies and ballots. Thanks R

[Sean Hunt]

Hi - I'd like to know what rule I can use to stop the AGM from proceeding with the elections and this flawed election process of collecting ballots and proxies for 2 named candidates - and then going theough the motion of hearing nominations from the floor at the AGM when the majority have already sent in proxies and ballots. Thanks R

While this is up to the interpretation of your assembly as it is a bylaws issue, most definitions of 'proxy' that I have seen mean giving someone else the right to vote on your behalf, not voting by mail.

[Noelgroup]

While this is up to the interpretation of your assembly as it is a bylaws issue, most definitions of 'proxy' that I have seen mean giving someone else the right to vote on your behalf, not voting by mail.

Yes - the main problem I have is that the proxy paper also included a ballot form - with two names to 'approve' or 'disapprove' and no space for write-ins. How does this fairly allow nomionations from the floor if the majority have already filled in a ballot previously? Is there anything in Robert's Rules that clarifies this? The bylaws do not allow ballots - just voting in person or by proxy at the AGM.

[Noelgroup]

the main problem I have is that the proxy paper also included a ballot form - with two names to 'approve' or 'disapprove' and no space for write-ins. How does this fairly allow nomionations from the floor if the majority have already filled in a ballot previously? Is there anything in Robert's Rules that clarifies this? The bylaws do not allow ballots - just voting in person or by proxy at the AGM. Am I getting this wrong or is this a mix up of election methods which conflict with each other out? Help! I'd like to be able to raie a point of order at this AGM before the vote so as to get the process corrected for next year but I don't know how.

[jstackpo]

Check the NC Condo laws.. (I'm not a lawyer so this is based on personal experience. not legal training.)

Some states require "directed proxies" in elections which means that the proxy holder has to vote for candidates as the proxy giver instructs or directs. Those "instructions", of course, look just like a ballot so that may be what is going on. It looks like a mail ballot, but it isn't -- it is just an efficient way of instructing the proxy holder how to vote.

Whether the instructions (that resemble a ballot) can include a write-in vote might be addressed in the NC law.

[Noelgroup]

Check the NC Condo laws.. (I'm not a lawyer so this is based on personal experience. not legal training.)

Some states require "directed proxies" in elections which means that the proxy holder has to vote for candidates as the proxy giver instructs or directs. Those "instructions", of course, look just like a ballot so that may be what is going on. It looks like a mail ballot, but it isn't -- it is just an efficient way of instructing the proxy holder how to vote.

Whether the instructions (that resemble a ballot) can include a write-in vote might be addressed in the NC law.

That's very useful thanks - certainly clears up the 'ballot' issue for me. So if the General Proxy includes two names for the two vacancies, and no write in space - how does that enable or allow any consideration for any other member or at the nominations from the floor section of the AGM? And if the 'nominating committee' was not established through a previous meeting and motion (and nothing in the bylaws about them) and it was the actual Exec Board acting as the 'nomination committee' as they stated in the AGM Notice ("The Board of Directors acting as the nominating committee hereby presents the following slate of candidates:") and on the General Proxy form under a title of BALLOT - the two Board nominated names to 'Approve or Diasapprove'- does that not go against RONR?

But my main question is how does this method (of collecting proxy votes before the AGM and not allowing any other members to put their names forward before the AGM) allow any consideration for nominations from the floor (especially if there is a low turnout and mostly proxies handed in)? And if so - can we raise a Point of Order at the AGM to help change to process for next time (we hold elections every year)? Two members have expressed, in writing weeks before the AGM, an interest in being elected and the BOD have ignored and refused to send anything out and have said to turn up at the AGM and raise it there under nomination from the floor. Seems like a classic 'fob off' to me!?

[jstackpo]

But my main question is how does this method (of collecting proxy votes before the AGM and not allowing any other members to put their names forward before the AGM) allow any consideration for nominations from the floor (especially if there is a low turnout and mostly proxies handed in)? And if so - can we raise a Point of Order at the AGM to help change to process for next time (we hold elections every year)?

"How does this method...?": As others noted previously, it doesn't. Don't like it? Propose some better way, probably via a bylaw amendment.

"Point of Order?" Looks, from what you are saying, that the rules are being followed.

So change the rules -- but check with the NC laws, first. You may be limited by them.

[Noelgroup]

"How does this method...?": As others noted previously, it doesn't. Don't like it? Propose some better way, probably via a bylaw amendment.

"Point of Order?" Looks, from what you are saying, that the rules are being followed.

So change the rules -- but check with the NC laws, first. You may be limited by them.

Thanks- we should look at tightening this up and putting more detail into the bylaws. So the BOD can act as the nominating committee? RONR suggests that it should be a separate appointed group and not include the President? And can you clarify where in RONR is there any mention of the conflict of prior votes by proxy and in person...? We may be able to suggest a change using that.

[Josh Martin]

So the BOD can act as the nominating committee?

Provided this does not conflict with your Bylaws, yes.

RONR suggests that it should be a separate appointed group and not include the President?

Yes, RONR suggests that the nominating committee should (whenever possible) be elected by the general membership and should not include the President.

And can you clarify where in RONR is there any mention of the conflict of prior votes by proxy and in person...? We may be able to suggest a change using that.

I believe you're thinking of RONR, 10th ed., pg. 409, lines 4-15. While that warning is mainly geared towards rules which combine absentee ballots and votes at a meeting, some of the same concerns do apply to proxy voting, particularly if most (or all) of the members sending proxies give strict instructions to their proxy holders.

[Noelgroup]

Provided this does not conflict with your Bylaws, yes.

Thanks Josh - I am finding it difficult to 'unpick' this one as it is the North Carolina Condo Act 47C (which overrule any bylaws when in conflict) (actual quote set out in other post titled BOD acting as nominating committee) that sets out that a BOD may not elect it's own members (only set out term, positions held etc). So surely if the BOD is the only nominating committee allowed - and they select two candidates for two available posts - that this could be legally interpreted as the BOD selecting their own members?? Appreciate your advice - Thanks!

Yes, RONR suggests that the nominating committee should (whenever possible) be elected by the general membership and should not include the President.

I believe you're thinking of RONR, 10th ed., pg. 409, lines 4-15. While that warning is mainly geared towards rules which combine absentee ballots and votes at a meeting, some of the same concerns do apply to proxy voting, particularly if most (or all) of the members sending proxies give strict instructions to their proxy holders.

[Noelgroup]

Thanks Josh - I am finding it difficult to 'unpick' this one as it is the North Carolina Condo Act 47C (which overrule any bylaws when in conflict) (actual quote set out in other post titled BOD acting as nominating committee) that sets out that a BOD may not elect it's own members (only set out term, positions held etc). So surely if the BOD is the only nominating committee allowed - and they select two candidates for two available posts - that this could be legally interpreted as the BOD selecting their own members?? Appreciate your advice - Thanks!

[Josh Martin]

the North Carolina Condo Act 47C... sets out that a BOD may not elect it's own membersSo surely if the BOD is the only nominating committee allowed - and they select two candidates for two available posts - that this could be legally interpreted as the BOD selecting their own members??

Legal questions should be addressed to a lawyer.